Document And Entity Information
Document And Entity Information | 12 Months Ended |
Nov. 30, 2019 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Intellipharmaceutics International Inc. |
Document Type | 6-K |
Current Fiscal Year End Date | --11-30 |
Amendment Flag | false |
Entity Central Index Key | 0001474835 |
Document Period End Date | Nov. 30, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
Current | ||
Cash | $ 64,622 | $ 6,641,877 |
Accounts receivable, net (Note 4) | 177,202 | 239,063 |
Investment tax credits | 775,736 | 998,849 |
Prepaid expenses, sundry and other assets | 156,616 | 586,794 |
Inventory (Note 3) | 349,131 | 251,651 |
Current Assets | 1,523,307 | 8,718,234 |
Property and equipment, net (Note 5) | 2,273,406 | 2,755,993 |
Assets | 3,796,713 | 11,474,227 |
Current | ||
Accounts payable | 3,757,018 | 2,643,437 |
Accrued liabilities (Note 6) | 927,698 | 353,147 |
Employee costs payable (Note 8) | 893,864 | 222,478 |
Income tax payable (Note 15) | 5,678 | 0 |
Promissory notes payable (Note 7) | 159,863 | 0 |
Convertible debentures (Note 7) | 1,744,813 | 1,790,358 |
Deferred revenue (Note 3) | 0 | 300,000 |
Current Liabilities | 7,488,934 | 5,309,420 |
Deferred revenue (Note 3) | 0 | 2,062,500 |
Liabilities | 7,488,934 | 7,371,920 |
Shareholders' equity | ||
Capital stock (Note 10) authorized, unlimited common shares without par value, unlimited preference shares issued and outstanding 22,085,856 common shares (November 30, 2018 - 18,252,243) | 45,561,222 | 44,327,952 |
Additional paid-in capital | 44,167,721 | 45,110,873 |
Accumulated other comprehensive income | 284,421 | 284,421 |
Accumulated deficit | (93,705,585) | (85,620,939) |
Stockholders' Equity | (3,692,221) | 4,102,307 |
Contingencies (Note 16) | ||
Liabilities and Stockholders' Equity | $ 3,796,713 | $ 11,474,227 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Statement of Financial Position [Abstract] | ||
Common shares, authorized | Unlimited | Unlimited |
Common shares, issued | 22,085,856 | 18,252,243 |
Common shares, outstanding | 22,085,856 | 18,252,243 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Revenues | |||
Licensing (Note 3) | $ 1,114,031 | $ 1,370,607 | $ 5,025,350 |
Up-front fees (Note 3) | 2,366,485 | 342,124 | 479,102 |
Revenues | 3,480,516 | 1,712,731 | 5,504,452 |
Cost of good sold | |||
Cost of goods sold | 33,068 | 124,870 | 704,006 |
Gross Margin | 3,447,448 | 1,587,861 | 4,800,446 |
Expenses | |||
Research and development | 6,608,794 | 10,827,293 | 9,271,353 |
Selling, general and administrative | 4,167,801 | 3,476,450 | 3,287,914 |
Depreciation (Note 5) | 505,803 | 610,384 | 506,961 |
Expenses | 11,282,398 | 14,914,127 | 13,066,228 |
Loss from operations | (7,834,950) | (13,326,266) | (8,265,782) |
Net foreign exchange (loss) gain | (25,498) | 8,592 | (80,093) |
Interest income | 13,535 | 227 | 15,037 |
Interest expense | (247,516) | (255,231) | (389,239) |
Financing cost (Note 10) | 0 | (174,802) | (137,363) |
Gain on settlement of convertible debt (Note 7) | 4,419 | 0 | 0 |
Net loss before income taxes | (8,090,010) | (13,747,480) | (8,857,440) |
Provision for income taxes (Note 15) | |||
Current tax expense | 5,678 | 0 | 0 |
Deferred tax recovery | (11,042) | 0 | 0 |
Net loss and comprehensive loss | $ (8,084,646) | $ (13,747,480) | $ (8,857,440) |
Loss per common share, basic and diluted | $ (0.37) | $ (2.89) | $ (2.86) |
Weighted average number of common shares outstanding, basic and diluted | 21,580,059 | 4,762,274 | 3,101,448 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficiency) - USD ($) | Capital Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Beginning balance, shares at Nov. 30, 2016 | 2,978,999 | ||||
Beginning balance at Nov. 30, 2016 | $ 29,830,791 | $ 34,017,071 | $ 284,421 | $ (63,016,019) | $ 1,116,264 |
Share issuance cost (Note 10) | $ (685,319) | (108,912) | (794,231) | ||
Stock options to employees (Note 11) | 1,749,999 | 1,749,999 | |||
DSU's to non-management board members | 30,355 | $ 30,355 | |||
Shares issued for options exercised (Note 11), shares | 200 | 200 | |||
Shares issued for options exercised (Note 11) | $ 1,100 | 642 | $ 1,742 | ||
Proceeds from at-the-market financing (Note 10), shares | 110,815 | ||||
Proceeds from at-the-market financing (Note 10) | $ 2,541,640 | 2,541,640 | |||
Proceeds from issuance of shares and warrants (Note 10 & 14), shares | 363,636 | ||||
Proceeds from issuance of shares and warrants (Note 10 & 14) | $ 3,257,445 | 742,555 | 4,000,000 | ||
Cost of warrants issued to placement agent (Note 14) | $ (86,196) | 86,196 | 0 | ||
Issuance of shares on exercise of warrants (Note 14), shares | 16,801 | ||||
Issuance of shares on exercise of warrants (Note 14) | $ 430,573 | (106,315) | 324,258 | ||
Modification of convertible debt (Note 7) | 273,796 | 273,796 | |||
Net loss | (8,857,440) | (8,857,440) | |||
Ending balance, shares at Nov. 30, 2017 | 3,470,451 | ||||
Ending balance at Nov. 30, 2017 | $ 35,290,034 | 36,685,387 | 284,421 | (71,873,459) | 386,383 |
Share issuance cost (Note 10) | $ (736,652) | (2,568,321) | (3,304,973) | ||
Stock options to employees (Note 11) | 927,686 | 927,686 | |||
DSU's to non-management board members | 7,565 | $ 7,565 | |||
Shares issued for options exercised (Note 11), shares | 0 | ||||
Proceeds from issuance of shares and warrants (Note 10 & 14), shares | 3,658,564 | ||||
Proceeds from issuance of shares and warrants (Note 10 & 14) | $ 5,993,472 | 13,651,434 | $ 19,644,906 | ||
Proceeds from exercise of Pre-Funded Warrants (Note 14), shares | 11,123,334 | ||||
Proceeds from exercise of Pre-Funded Warrants (Note 14) | $ 4,012,528 | (3,901,275) | 111,253 | ||
Shares to be issued from exercise of Pre-Funded Warrants (Note 10 & 14) | 371,551 | (361,251) | 10,300 | ||
Cost of warrants issued to placement agent (Note 14) | (602,981) | 602,981 | 0 | ||
Issuance of shares on exercise of warrants (Note 14) | 0 | 0 | |||
Beneficial conversion feature related to convertible debenture (Note 7) | 66,667 | 66,667 | |||
Net loss | (13,747,480) | (13,747,480) | |||
Rounding of fractional shares after consolidation (Note 2) | (106) | ||||
Ending balance, shares at Nov. 30, 2018 | 18,252,243 | ||||
Ending balance at Nov. 30, 2018 | $ 44,327,952 | 45,110,873 | 284,421 | (85,620,939) | 4,102,307 |
Stock options to employees (Note 11) | 264,568 | $ 264,568 | |||
Shares issued for options exercised (Note 11), shares | 0 | ||||
Proceeds from exercise of Pre-Funded Warrants (Note 14), shares | 3,823,334 | ||||
Proceeds from exercise of Pre-Funded Warrants (Note 14) | $ 1,007,658 | (979,705) | $ 27,953 | ||
Shares issued upon exercise of DSUs (Note 12), shares | 10,279 | ||||
Shares issued upon exercise of DSUs (Note 12) | $ 225,612 | (225,612) | 0 | ||
Beneficial conversion feature related to convertible debenture (Note 7) | 8,639 | 8,639 | |||
Deferred tax expense related to beneficial conversion feature (Note 15) | (11,042) | (11,042) | |||
Net loss | (8,084,646) | (8,084,646) | |||
Ending balance, shares at Nov. 30, 2019 | 22,085,856 | ||||
Ending balance at Nov. 30, 2019 | $ 45,561,222 | $ 44,167,721 | $ 284,421 | $ (93,705,585) | $ (3,692,221) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Statement of Cash Flows [Abstract] | |||
Net loss | $ (8,084,646) | $ (13,747,480) | $ (8,857,440) |
Items not affecting cash | |||
Depreciation (Note 5) | 506,685 | 612,736 | 520,838 |
Financing cost (Note 10) | 0 | 174,802 | 137,363 |
Provision for doubtful debts (Note 4) | (66,849) | 0 | 66,849 |
Stock-based compensation (Note 11) | 264,568 | 927,686 | 1,749,999 |
Deferred share units (Note 12) | 0 | 7,565 | 30,355 |
Accreted interest (Note 7) | 54,469 | 66,560 | 219,497 |
Gain on settlement of convertible debt (Note 7) | (4,419) | 0 | 0 |
Deferred income tax recovery (Note 15) | (11,042) | 0 | 0 |
Unrealized foreign exchange loss | 57,189 | 52,613 | 56,998 |
Change in non-cash operating assets & liabilities | |||
Accounts receivable | 61,861 | 450,556 | (283,994) |
Investment tax credits | 223,113 | (362,360) | 44,647 |
Inventory | (97,480) | (135,984) | (115,667) |
Prepaid expenses, sundry and other assets | 430,178 | (361,702) | 175,550 |
Accounts payable, accrued liabilities and employee costs payable | 2,359,518 | 106,048 | 599,220 |
Income tax payable | 5,678 | 0 | 0 |
Deferred revenue | (2,362,500) | (300,000) | (450,000) |
Cash flows used in operating activities | (6,663,677) | (12,508,960) | (6,105,785) |
Financing activities | |||
Repayment of convertible debenture (Note 7) | (461,920) | 0 | (150,000) |
Proceeds from related parties (Note 7) | 159,863 | 0 | 0 |
Proceeds from shares to be issued from exercise of Pre-Funded Warrants (Note 14) | 0 | 10,300 | 0 |
Proceeds from issuance of shares and warrants (Note 10 and 14) | 0 | 19,644,906 | 4,000,000 |
Proceeds from issuance of shares on exercise of warrants (Note 14) | 27,953 | 111,253 | 324,258 |
Repayment of capital lease obligations | 0 | 0 | (14,829) |
Issuance of shares on exercise of stock options (Note 11) | 0 | 0 | 1,742 |
Issuance of common shares on at-the-market financing, gross (Note 10) | 0 | 0 | 2,541,640 |
Debenture financing (Note 7) | 375,000 | 500,000 | 0 |
Offering costs | 0 | (2,911,505) | (1,020,643) |
Cash flows provided from financing activities | 100,896 | 17,354,954 | 5,682,168 |
Investing activity | |||
Purchase of property and equipment (Note 5) | (14,474) | (101,178) | (1,823,746) |
Cash flows used in investing activities | (14,474) | (101,178) | (1,823,746) |
(Decrease) Increase in cash | (6,577,255) | 4,744,816 | (2,247,363) |
Cash, beginning of year | 6,641,877 | 1,897,061 | 4,144,424 |
Cash, end of year | 64,622 | 6,641,877 | 1,897,061 |
Supplemental cash flow information | |||
Interest paid | 139,787 | 209,675 | 123,204 |
Taxes paid | $ 0 | $ 0 | $ 0 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 12 Months Ended |
Nov. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Intellipharmaceutics International Inc. (the “Company”) is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. On October 22, 2009, IntelliPharmaCeutics Ltd. (“IPC Ltd. “) and Vasogen Inc. completed a court approved plan of arrangement and merger (the “IPC Arrangement Agreement”), resulting in the formation of the Company, which is incorporated under the laws of Canada. The Company’s common shares are traded on the Toronto Stock Exchange (“TSX”) and the OTCQB Venture Market (“OTCQB”). The Company earns revenue from non-refundable upfront fees, milestone payments upon achievement of specified research or development, exclusivity milestone payments and licensing and cost-plus payments on sales of resulting products. In November 2013, the U.S. Food and Drug Administration (“FDA”) granted the Company final approval to market the Company’s first product, the 15 mg and 30 mg strengths of the Company’s generic Focalin XR® (dexmethylphenidate hydrochloride extended-release) capsules. In 2017, the FDA granted final approval for the remaining 6 (six) strengths, all of which have been launched. In May 2017, the FDA granted the Company final approval for its second commercialized product, the 50, 150, 200, 300 and 400 mg strengths of generic Seroquel XR® (quetiapine fumarate extended release) tablets, and the Company commenced shipment of all strengths that same month. In November 2018, the FDA granted the Company final approval for its venlafaxine hydrochloride extended-release capsules in the 37.5, 75, and 150 mg strengths. Going concern The consolidated financial statements are prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. The Company has incurred losses from operations since inception and has reported losses of $8,084,646 for the year ended November 30, 2019 (2018 – $13,747,480; 2017 – $8,857,440) and has an accumulated deficit of $93,705,585 as at November 30, 2019 (November 30, 2018 - $85,620,939). The Company has a working capital deficiency of $5,965,627 as at November 30, 2019 (November 30, 2018 – working capital of $3,408,814). The Company has funded its research and development (“R&D”) activities principally through the issuance of securities, loans from related parties, funds from the IPC Arrangement Agreement, and funds received under development agreements. There is no certainty that such funding will be available going forward. These conditions raise substantial doubt about its ability to continue as a going concern and realize its assets and pay its liabilities as they become due. In order for the Company to continue as a going concern and fund any significant expansion of its operation or R&D activities, the Company may require significant additional capital. Although there can be no assurances, such funding may come from revenues from the sales of the Company’s generic Focalin XR® (dexmethylphenidate hydrochloride extended-release) capsules, from revenues from the sales of the Company’s generic Seroquel XR® (quetiapine fumarate extended-release) tablets and from potential partnering opportunities. Other potential sources of capital may include payments from licensing agreements, cost savings associated with managing operating expense levels, other equity and/or debt financings, and/or new strategic partnership agreements which fund some or all costs of product development. The Company’s ultimate success will depend on whether its product candidates receive the approval of the FDA, Health Canada, and the regulatory authorities of the other countries in which its products are proposed to be sold and whether it is able to successfully market approved products. The Company cannot be certain that it will receive FDA, Health Canada, or such other regulatory approval for any of its current or future product candidates, or that it will reach the level of sales and revenues necessary to achieve and sustain profitability, or that the Company can secure other capital sources on terms or in amounts sufficient to meet its needs, or at all. The availability of equity or debt financing will be affected by, among other things, the results of the Company’s R&D, its ability to obtain regulatory approvals, its success in commercializing approved products with its commercial partners and the market acceptance of its products, the state of the capital markets generally, strategic alliance agreements, and other relevant commercial considerations. In addition, if the Company raises additional funds by issuing equity securities, its then existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require the Company to agree to operating and financial covenants that would restrict its operations. In the event that the Company does not obtain sufficient additional capital, it will raise substantial doubt about the Company’s ability to continue as a going concern, realize its assets and pay its liabilities as they become due. The Company’s cash outflows are expected to consist primarily of internal and external R&D, legal and consulting expenditures to advance its product pipeline and selling, general and administrative expenses to support its commercialization efforts. Depending upon the results of the Company’s R&D programs, the impact of the litigation against the Company and the availability of financial resources, the Company could decide to accelerate, terminate, or reduce certain projects, or commence new ones. Any failure on its part to successfully commercialize approved products or raise additional funds on terms favorable to the Company or at all, may require the Company to significantly change or curtail its current or planned operations in order to conserve cash until such time, if ever, that sufficient proceeds from operations are generated, and could result in the Company not taking advantage of business opportunities, in the termination or delay of clinical trials or the Company not taking any necessary actions required by the FDA or Health Canada for one or more of the Company’s product candidates, in curtailment of the Company’s product development programs designed to identify new product candidates, in the sale or assignment of rights to its technologies, products or product candidates, and/or its inability to file Abbreviated New Drug Applications (“ANDAs”), Abbreviated New Drug Submissions (“ANDSs”) or New Drug Applications (“NDAs”) at all or in time to competitively market its products or product candidates. The consolidated financial statements do not include any adjustments that might result from the outcome of uncertainties described above. If the going concern assumption no longer becomes appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 12 Months Ended |
Nov. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | (a) Basis of consolidation These consolidated financial statements include the accounts of the Company and its wholly owned operating subsidiaries, IPC Ltd., Intellipharmaceutics Corp. (“IPC Corp”), and Vasogen Corp. References in these consolidated financial statements to share amounts, per share data, share prices, exercise prices and conversion rates have been adjusted to reflect the effect of the 1-for-10 reverse stock split (known as a share consolidation under Canadian law) (the “reverse split”) which became effective on each of The Nasdaq Stock Market LLC (“Nasdaq”) and TSX at the opening of the market on September 14, 2018. The term “share consolidation” is intended to refer to such reverse split and the terms “pre-consolidation” and “post-consolidation” are intended to refer to “pre-reverse split” and “post-reverse split”, respectively. In September 2018, the Company announced the reverse split. At a special meeting of the Company’s shareholders held on August 15, 2018, the Company’s shareholders granted the Company’s Board of Directors discretionary authority to implement a share consolidation of the issued and outstanding common shares of the Company on the basis of a share consolidation ratio within a range from five (5) pre-consolidation common shares for one (1) post-consolidation common share to fifteen (15) pre-consolidation common shares for one (1) post-consolidation common share. The Board of Directors selected a share consolidation ratio of ten (10) pre-consolidation shares for one (1) post-consolidation common share. On September 12, 2018, the Company filed an amendment to the Company’s articles ("Articles of Amendment") to implement the 1-for-10 reverse split. The Company’s common shares began trading on each of Nasdaq and TSX on a post-split basis under the Company’s existing trade symbol "IPCI" at the opening of the market on September 14, 2018. In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the change has been applied retroactively. These consolidated financial statements have been prepared using the same accounting policies and methods as those used by the Company in the annual audited consolidated financial statements for the year ended November 30, 2018 except for the adoption of ASC 606 “Revenue from Contracts with Customers” (“ASC 606”), and Accounting Standards Update (“ASU”) No. 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01), as further discussed below in Notes 3 and 17. All inter-company accounts and transactions have been eliminated on consolidation. (b) Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Areas where significant judgment is involved in making estimates are: the determination of the functional currency; the fair values of financial assets and liabilities; the determination of units of accounting for revenue recognition; the accrual of licensing and milestone revenue; and forecasting future cash flows for assessing the going concern assumption. |
Note 3 - Significant Accounting
Note 3 - Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | (a) Cash and cash equivalents The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents. Cash equivalent balances consist of bankers’ acceptances and bank accounts with variable market rates of interest. The financial risks associated with these instruments are minimal and the Company has not experienced any losses from investments in these securities. The carrying amount of cash approximates its fair value due to its short-term nature. As at November 30, 2019 and 2018, the Company had no cash equivalents. (b) Accounts receivable The Company reviews its sales and accounts receivable aging and determines whether an allowance for doubtful accounts is required. (c) Financial instruments The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recorded at its fair value using the appropriate valuation methodology and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive loss. (d) Investment tax credits The investment tax credits (“ITC") receivable are amounts considered recoverable from the Canadian federal and provincial governments under the Scientific Research & Experimental Development (“SR&ED”) incentive program. The amounts claimed under the program represent the amounts based on management estimates of eligible research and development costs incurred during the year. Realization is subject to government approval. Any adjustment to the amounts claimed will be recognized in the year in which the adjustment occurs. Refundable ITCs claimed relating to capital expenditures are credited to property and equipment. Refundable ITCs claimed relating to current expenditures are netted against research and development expenditures. (e) Property and equipment Property and equipment are recorded at cost. Equipment acquired under capital leases are recorded net of imputed interest, based upon the net present value of future payments. Assets under capital leases are pledged as collateral for the related lease obligation. Repairs and maintenance expenditures are charged to operations; major betterments and replacements are capitalized. Depreciation bases and rates are as follows: Assets Basis Rate Computer equipment Declining balance 30% Computer software Declining balance 50% Furniture and fixtures Declining balance 20% Laboratory equipment Declining balance 20% Leasehold improvements Straight line Over term of lease Leasehold improvements and assets acquired under capital leases are depreciated over the term of their useful lives or the lease period, whichever is shorter. The charge to operations resulting from depreciation of assets acquired under capital leases is included with depreciation expense. (f) Impairment of long-lived assets Long-lived assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the sum of estimated undiscounted cash flows associated with the asset or group of assets is less than its carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. (g) Warrants The Company previously issued warrants as described in Notes 10 and 14. In fiscal 2013, the outstanding warrants were presented as a liability because they did not meet the criteria of Accounting Standard Codification (“ASC”) topic 480 Distinguishing Liabilities from Equity for equity classification. Subsequent changes in the fair value of the warrants were recorded in the consolidated statements of operations and comprehensive loss. The Company changed its functional currency effective December 1, 2013 such that these warrants met the criteria for prospective equity classification in ASC topic 480, and the U.S. dollar translated amount of the warrant liability at December 1, 2013 became the amount reclassified to equity. (h) Convertible debentures In fiscal year 2013, the Company issued an unsecured convertible debenture in the principal amount of $1,500,000 (the “2013 Debenture”). At issuance, the conversion option was bifurcated from its host contract and the fair value of the conversion option was characterized as an embedded derivative upon issuance as it met the criteria of ASC topic 815 Derivatives and Hedging. Subsequent changes in the fair value of the embedded derivative were recorded in the consolidated statements of operations and comprehensive loss. The proceeds received from the 2013 Debenture less the initial amount allocated to the embedded derivative were allocated to the liability and were accreted over the life of the 2013 Debenture using the effective rate of interest. The Company changed its functional currency effective December 1, 2013 such that the conversion option no longer met the criteria for bifurcation and was prospectively reclassified to shareholders’ equity under ASC Topic 815 at the U.S. dollar translated amount at December 1, 2013. On September 10, 2018, the Company completed a private placement financing (the “2018 Debenture Financing”) of an unsecured convertible debenture in the principal amount of $500,000 (the “2018 Debenture”). At issuance, the conversion price was lower than the market share price, and the value of the beneficial conversion feature related to the 2018 Debenture was allocated to Additional paid-in capital in the consolidated statements of shareholders’ equity (deficiency). On April 4, 2019, a tentative approval from TSX was received for a proposed refinancing of the 2013 Debenture subject to certain being met. As a result of the proposed refinancing, the principal amount owing under the 2013 Debenture was refinanced by a new debenture (the “2019 Debenture”). On May 1, 2019, the 2019 Debenture was issued with a principal amount of $1,050,000, that will mature on November 1, 2019, bear interest at a rate of 12% per annum and be convertible into 1,779,661 common shares of the Company at a conversion price of $0.59 per common share. At issuance, the conversion option was not characterized as an embedded derivative as it did not meet the criteria of ASC topic 815 Derivatives and Hedging. Also, at issuance, as the conversion price was higher than the market share price, conversion option was not bifurcated from its host contract and the total value of the convertible debenture was recognized as a liability. On August 26, 2019, the Company issued an unsecured convertible debenture in the principal amount of $140,800 (the “August 2019 Debenture”). At issuance, the conversion price was lower than the market share price, and the value of the beneficial conversion feature related to the August 2019 Debenture was allocated to Additional paid-in capital in the consolidated statements of shareholders’ equity (deficiency). In November 2019, the debt was paid in full. On November 15, 2019, the Company issued an unsecured convertible debenture in the principal amount of $250,000 (the “November 2019 Debenture”) that will mature on December 31, 2019, bear interest at a rate of 12% per annum and be convertible into common shares of the Company at a conversion price of $0.12 per share. At issuance, the conversion price was lower than the market share price, and the value of the beneficial conversion feature related to the November 2019 Debenture was allocated to Additional paid-in capital in the consolidated statements of shareholders’ equity (deficiency). (i) Revenue recognition The Company accounts for revenue in accordance with the provisions of ASC 606. Under ASC 606, the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s). The Company earns revenue from non-refundable upfront fees, milestone payments upon achievement of specified research or development, exclusivity milestone payments and licensing payments on sales of resulting products. The relevant revenue recognition accounting policy is applied to each separate unit of accounting. Licensing The Company recognizes revenue from the licensing of the Company's drug delivery technologies, products and product candidates. Under the terms of the licensing arrangements, the Company provides the customer with a right to access the Company’s intellectual property with regards to the license which is granted. Revenue arising from the license of intellectual property rights is recognized over the period the Company transfers control of the intellectual property. The Company has a license and commercialization agreement with Par Pharmaceutical Inc. (“Par”). Under the exclusive territorial license rights granted to Par, the agreement requires that Par manufacture, promote, market, sell and distribute the product. Licensing revenue amounts receivable by the Company under this agreement are calculated and reported to the Company by Par, with such amounts generally based upon net product sales and net profit which include estimates for chargebacks, rebates, product returns, and other adjustments. Licensing revenue payments received by the Company from Par under this agreement are not subject to further deductions for chargebacks, rebates, product returns, and other pricing adjustments. Based on this arrangement and the guidance per ASC 606, the Company records licensing revenue over the period the Company transfers control of the intellectual property in the consolidated statements of operations and comprehensive loss. The Company also had a license and commercial supply agreement with Mallinckrodt LLC (“Mallinckrodt”) which provided Mallinckrodt an exclusive license to market, sell and distribute in the U.S. three drug product candidates for which the Company has ANDAs filed with the FDA, one of which (the Company’s generic Seroquel XR®) received final approval from the FDA in 2017. Under the terms of this agreement, the Company was responsible for the manufacture of approved products for subsequent sale by Mallinckrodt in the U.S. market. Following receipt of final FDA approval for its generic Seroquel XR®, the Company began shipment of manufactured product to Mallinckrodt. The Company recorded revenue once Mallinckrodt obtained control of the product and the performance obligation was satisfied. On April 12, 2019, Mallinckrodt and the Company mutually agreed to terminate their Commercial Supply Agreement (the “Mallinckrodt agreement”), effective no later than August 31, 2019. Under the terms of the mutual agreement, Mallinckrodt has been released from certain obligations under the agreement as of April 12, 2019. Effective August 12, 2019, the Mallinckrodt agreement was terminated. Licensing revenue in respect of manufactured product is reported as revenue in accordance with ASC 606. Once product was sold by Mallinckrodt, the Company receives downstream licensing revenue amounts calculated and reported by Mallinckrodt, with such amounts generally based upon net product sales and net profit which includes estimates for chargebacks, rebates, product returns, and other adjustments. Such downstream licensing revenue payments received by the Company under this agreement are not subject to further deductions for chargebacks, rebates, product returns, and other pricing adjustments. Based on this agreement and the guidance per ASC 606, the Company records licensing revenue as earned on a monthly basis. Milestones For milestone payments that are not contingent on sales-based thresholds, the Company applies a most-likely amount approach on a contract-by-contract basis. Management makes an assessment of the amount of revenue expected to be received based on the probability of the milestone outcome. Variable consideration is included in revenue only to the extent that it is probable that the amount will not be subject to a significant reversal when the uncertainty is resolved (generally when the milestone outcome is satisfied). Research and development Under arrangements where the license fees and research and development activities can be accounted for as a separate unit of accounting, non-refundable upfront license fees are deferred and recognized as revenue on a straight-line basis over the expected term of the Company's continued involvement in the research and development process. Deferred revenue Deferred revenue represents the funds received from clients, for which the revenues have not yet been earned, as the milestones have not been achieved, or in the case of upfront fees for drug development, where the work remains to be completed. During the year ended November 30, 2016, the Company received an up-front payment of $3,000,000 from Mallinckrodt pursuant to the Mallinckrodt license and commercial supply agreement, and initially recorded it as deferred revenue, as it did not meet the criteria for recognition. For the year ended November 30, 2019, the Company recognized $2,362,500 (2018 - $300,000) of revenue over the remaining term of the Mallinckrodt agreement, which expired on August 12, 2019. As of November 30, 2019, the Company has recorded a deferred revenue balance of $Nil (November 30, 2018 - $2,362,500) due to the termination of its license and commercial supply agreement with Mallinckrodt. (j) Research and development costs Research and development costs related to continued research and development programs are expensed as incurred in accordance with ASC topic 730. However, materials and equipment are capitalized and amortized over their useful lives if they have alternative future uses. (k) Inventory Inventories comprise raw materials, work in process, and finished goods, which are valued at the lower of cost or market, on a first-in, first-out basis. Cost for work in process and finished goods inventories includes materials, direct labor, and an allocation of manufacturing overhead. Market for raw materials is replacement cost, and for work in process and finished goods is net realizable value. The Company evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand, the price the Company expects to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand. As of November 30, 2019, the Company had raw materials inventories of $172,830 (November 30, 2018 - $144,659), work in process of $73,927 (November 30, 2018 - $73,927) and finished goods inventory of $102,374 (November 30, 2018 - $33,065) relating to the Company’s generic Seroquel XR® product. The recoverability of the cost of any pre-launch inventories with a limited shelf life is evaluated based on the specific facts and circumstances surrounding the timing of the anticipated product launch. (l) Income taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for losses and tax credit carry forwards. Significant judgment is required in determining whether deferred tax assets will be realized in full or in part. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the date of enactments. A valuation allowance is provided for the portion of deferred tax assets that is more likely than not to remain unrealized. The Company accounts for income taxes in accordance with ASC topic 740-10. This ASC topic requires that uncertain tax positions are evaluated in a two-step process, whereby (i) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) those tax positions that meet the more likely than not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The cumulative effects of the application of the provisions of ASC topic 740-10 are described in Note 15. The Company records any interest related to income taxes in interest expense and penalties in selling, general and administrative expense. (m) Share issue costs Share issue costs are recorded as a reduction of the proceeds from the issuance of capital stock. (n) Translation of foreign currencies Transactions denominated in currencies other than the Company and its wholly owned operating subsidiaries’ functional currencies, monetary assets and liabilities are translated at the period end rates. Revenue and expenses are translated at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these other transactions are recognized in the consolidated statements of operations and comprehensive loss. The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar. (o) Stock-based compensation The Company has a stock-based compensation plan which authorizes the granting of various equity-based incentives including stock options and restricted share units (“RSU”s). The Company calculates stock-based compensation using the fair value method, under which the fair value of the options at the grant date is calculated using the Black-Scholes Option Pricing Model, and subsequently expensed over the vesting period of the option. The provisions of the Company's stock-based compensation plans do not require the Company to settle any options by transferring cash or other assets, and therefore the Company classifies the awards as equity. Stock-based compensation expense recognized during the year is based on the value of stock-based payment awards that are ultimately expected to vest. The Company estimates forfeitures at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense is recorded in the consolidated statements of operations and comprehensive loss under research and development expense and under selling, general and administration expense. Note 11 provides supplemental disclosure of the Company's stock options. (p) Deferred Share Units Deferred Share Units (“DSU”s) are valued based on the trading price of the Company’s common shares on the Toronto Stock Exchange. The Company records the value of the DSU’s owing to non-management board members in the consolidated statements of shareholders’ equity (deficiency). (q) Loss per share Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. The dilutive effect of stock options is determined using the treasury stock method. Stock options and warrants to purchase (r) Comprehensive loss The Company follows ASC topic 220. This statement establishes standards for reporting and display of comprehensive (loss) income and its components. Comprehensive loss is net loss plus certain items that are recorded directly to shareholders' equity (deficiency). Other than foreign exchange gains and losses arising from cumulative translation adjustments, the Company has no other comprehensive loss items. (s) Fair value measurement Under ASC topic 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). ASC topic 820 establishes a hierarchy for inputs to valuation techniques used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three levels to the hierarchy based on the reliability of inputs, as follows: ● Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active. ● Level 3 - Unobservable inputs for the asset or liability. The degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. (t) Recently adopted accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, ASC 606, which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Under ASC 606, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring control of goods or services to a customer. The principles in ASC 606 provide a more structured approach to measuring and recognizing revenue. As of December 1, 2018, the Company has adopted ASC 606 using the modified retrospective method and has elected to apply the standard retrospectively only to contracts that are not completed contracts at the date of initial application. The adoption of ASC 606 did not have an impact on the date of transition and did not have a material impact on the Company’s consolidated financial statements for the year ended November 30, 2019. In January 2016, the FASB issued ASU No. 2016-01, which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. The Company has adopted ASU No. 2016-01 effective December 1, 2018 and the adoption did not have an impact on the date of transition or any material impact on the Company’s consolidated financial statements for the year ended November 30, 2019. In August 2016, the FASB issued ASU 2017-01 that changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. ASU 2017-01 also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606.1. ASU 2017-01 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company adopted ASU 2017-01 effective December 1, 2018 and the amendments did not have any impact on the Company’s financial position, results of operations, cash flows or disclosures. In May 2017, the FASB issued ASU 2017-09 in relation to Compensation —Stock Compensation (Topic 718), Modification Accounting. The amendments provide guidance on changes to the terms or conditions of a share-based payment award, which require an entity to apply modification accounting in Topic 718. The amendments are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments should be applied prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 effective December 1, 2018 and the amendments did not have any impact on the Company’s financial position, results of operations, cash flows or disclosures. (u) Future accounting pronouncements In February 2016, the FASB issued new guidance, ASU No. 2016-02, Leases (Topic 842). The main difference between current U.S. GAAP and the new guidance is the recognition of lease liabilities based on the present value of remaining lease payments and corresponding lease assets for operating leases under current U.S. GAAP with limited exception. Additional qualitative and quantitative disclosures are also required by the new guidance. Topic 842 is effective for annual reporting periods (including interim reporting periods) beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of evaluating the amendments to determine if they have a material impact on the Company’s financial position, results of operations, cash flows or disclosures. |
Note 4 - Accounts Receivable
Note 4 - Accounts Receivable | 12 Months Ended |
Nov. 30, 2019 | |
Receivables [Abstract] | |
Accounts Receivable | The Company currently has no debt agreements in place whereby any amount of receivables serve as collateral. The Company has no off-balance-sheet credit exposures and has no foreclosed or repossessed assets. Accounts receivable are carried on the consolidated balance sheet net of allowance for doubtful accounts. This provision is established based on the Company’s best estimates regarding the ultimate recovery of balances for which collection is uncertain. As at November 30, 2019, the Company has an account receivable balance of $177,202 (2018 - $305,912) and an allowance for doubtful accounts of $Nil (2018 - $66,849). During the year ended November 30, 2019, the company reversed an allowance for doubtful accounts in the amount of $66,849, which was provided for in prior years. Risks and uncertainties and credit quality information related to accounts receivable have been disclosed in Note 17. |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 12 Months Ended |
Nov. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Computer equipment Computer software Furniture and fixtures Laboratory equipment Leasehold improvements Laboratory equipment under capital lease Computer equipment under capital lease Total $ $ $ $ $ $ $ $ Cost Balance at November 30, 2017 530,750 156,059 172,498 5,286,803 1,441,452 276,300 76,458 7,940,320 Additions 20,336 - - 80,842 - - - 101,178 Balance at November 30, 2018 551,086 156,059 172,498 5,367,645 1,441,452 276,300 76,458 8,041,498 Additions 3,790 - - 20,308 - - - 24,098 Balance at November 30, 2019 554,876 156,059 172,498 5,387,953 1,441,452 276,300 76,458 8,065,596 Accumulated depreciation Balance at November 30, 2017 286,483 131,128 119,990 2,669,232 1,192,946 198,798 74,192 4,672,769 Depreciation 77,179 12,465 10,501 413,576 82,835 15,500 680 612,736 Balance at November 30, 2018 363,662 143,593 130,491 3,082,808 1,275,781 214,298 74,872 5,285,505 Depreciation 57,128 6,233 8,402 339,210 82,836 12,401 476 506,685 Balance at November 30, 2019 420,790 149,826 138,893 3,422,018 1,358,616 226,699 75,348 5,792,190 Net book value at: November 30, 2018 187,424 12,466 42,007 2,284,837 165,671 62,002 1,586 2,755,993 November 30, 2019 134,086 6,233 33,605 1,965,935 82,836 49,601 1,110 2,273,406 As at November 30, 2019, there was $606,271 (November 30, 2018 - $595,589; November 30, 2017 - $728,309) of laboratory equipment that was not available for use and therefore, no depreciation has been recorded for such laboratory equipment. As at November 30, 2019, there was $9,624 (November 30, 2018 - $Nil) unpaid balance for purchased equipment. During the year ended November 30, 2019, the Company recorded depreciation expense within cost of goods sold in the amount of $882 (November 30, 2018 - $2,352; November 30, 2017 - $13,877). Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is assessed by comparing the carrying amount of an asset with the sum of the undiscounted cash flows expected from its use and disposal, and as such requires the Company to make significant estimates on expected revenues from the commercialization of its products and services and the related expenses. The Company records a write-down for long-lived assets which have been abandoned and do not have any residual value. For the year ended November 30, 2019, the Company recorded a $Nil write-down of long-lived assets (2018 - $Nil; 2017 - $Nil). |
Note 6 - Accrued Liabilities
Note 6 - Accrued Liabilities | 12 Months Ended |
Nov. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | November 30, November 30, 2019 2018 $ $ Professional fees 220,754 229,170 Board of Directors fees 115,885 49,901 Litigation settlement fee 400,000 - Interest 60,019 17,413 Other 131,040 56,663 927,698 353,147 |
Note 7 - Convertible debentures
Note 7 - Convertible debentures and promissory notes payable | 12 Months Ended |
Nov. 30, 2019 | |
Related Party Transactions [Abstract] | |
Convertible debentures and promissory notes payable | (a) Convertible debentures Amounts due to the related parties are payable to entities controlled by two shareholders who are also officers and directors of the Company. November 30, November 30, 2019 2018 Convertible debenture payable to two directors and officers of the Company, unsecured, 12% annual interest rate, Payable monthly (“2013 Debenture”) $ - $ 1,350,000 Convertible debenture payable to two directors and officers of the Company, unsecured, 10% annual interest rate, Payable monthly (“2018 Debenture”) $ 473,442 $ 440,358 Convertible debenture payable to two directors and officers of the Company, unsecured, 12% annual interest rate, Payable monthly (“2019 Debenture”) $ 1,050,000 $ - Convertible debenture payable to two directors and officers of the Company, unsecured, 12% annual interest rate, Payable monthly (“November 2019 Debenture”) $ 221,371 $ - $ 1,744,813 $ 1,790,358 On January 10, 2013, the Company completed a private placement financing of the unsecured convertible 2013 Debenture (as defined above) in the original principal amount of $1.5 million, which was originally due to mature on January 1, 2015. The 2013 Debenture bears interest at a rate of 12% per annum, payable monthly, is pre-payable at any time at the option of the Company and is convertible at any time into common shares at a conversion price of $30.00 per common share at the option of the holder. Dr. Isa Odidi and Dr. Amina Odidi, shareholders, directors and executive officers of the Company purchased the 2013 Debenture and provided the Company with the original $1.5 million of the proceeds for the 2013 Debenture. Effective October 1, 2014, the maturity date for the 2013 Debenture was extended to July 1, 2015. Under ASC 470-50, the change in the debt instrument was accounted for as a modification of debt. The increase in the fair value of the conversion option at the date of the modification, in the amount of $126,414, was recorded as a reduction in the carrying value of the debt instrument with a corresponding increase to Additional paid-in capital. The carrying amount of the debt instrument was accreted over the remaining life of the 2013 Debenture using a 15% effective rate of interest. Effective June 29, 2015, the July 1, 2015 maturity date for the 2013 Debenture was further extended to January 1, 2016. Under ASC 470-50, the change in the maturity date for the debt instrument resulted in an extinguishment of the original 2013 Debenture as the change in the fair value of the embedded conversion option was greater than 10% of the carrying amount of the 2013 Debenture. In accordance with ASC 470-50-40, the 2013 Debenture was recorded at fair value. The difference between the fair value of the convertible 2013 Debenture after the extension and the net carrying value of the 2013 Debenture prior to the extension of $114,023 was recognized as a loss on the statement of operations and comprehensive loss. The carrying amount of the debt instrument was accreted to the face amount of the 2013 Debenture over the remaining life of the 2013 Debenture using a 14.6% effective rate of interest. Effective December 8, 2015, the January 1, 2016 maturity date for the 2013 Debenture was further extended to July 1, 2016. Under ASC 470-50, the change in the debt instrument was accounted for as a modification of debt. The increase in the fair value of the conversion option at the date of the modification, in the amount of $83,101, was recorded as a reduction in the carrying value of the debt instrument with a corresponding increase to Additional paid-in capital. The carrying amount of the debt instrument was accreted over the remaining life of the 2013 Debenture using a 6.6% effective rate of interest. Effective May 26, 2016, the July 1, 2016 maturity date for the 2013 Debenture was further extended to December 1, 2016. Under ASC 470-50, the change in the debt instrument was accounted for as a modification of debt. The increase in the fair value of the conversion option at the date of the modification, in the amount of $19,808, was recorded as a reduction in the carrying value of the debt instrument with a corresponding increase to Additional paid-in capital. The carrying amount of the debt instrument was accreted over the remaining life of the 2013 Debenture using a 4.2% effective rate of interest. Effective December 1, 2016, the maturity date for the 2013 Debenture was further extended to April 1, 2017 and a principal repayment of $150,000 was made at the time of the extension. Under ASC 470-50, the change in the debt instrument was accounted for as a modification of debt. The increase in the fair value of the conversion option at the date of the modification, in the amount of $106,962, was recorded as a reduction in the carrying value of the debt instrument with a corresponding increase to Additional paid-in capital. The carrying amount of the debt instrument was accreted over the remaining life of the 2013 Debenture using a 26.3% effective rate of interest. Effective March 28, 2017, the maturity date for the 2013 Debenture was further extended to October 1, 2017. Under ASC 470-50, the change in the debt instrument was accounted for as a modification of debt. The increase in the fair value of the conversion option at the date of the modification, in the amount of $113,607, was recorded as a reduction in the carrying value of the debt instrument with a corresponding increase to Additional paid-in capital. The carrying amount of the debt instrument was accreted over the remaining life of the 2013 Debenture using a 15.2% effective rate of interest. Effective September 28, 2017, the maturity date for the 2013 Debenture was further extended to October 1, 2018. Under ASC 470-50, the change in the debt instrument was accounted for as a modification of debt. The increase in the fair value of the conversion option at the date of the modification, in the amount of $53,227, was recorded as a reduction in the carrying value of the debt instrument with a corresponding increase to Additional paid-in capital. The carrying amount of the debt instrument was accreted over the remaining life of the 2013 Debenture using a 4.9% effective rate of interest. Effective October 1, 2018, the maturity date for the 2013 Debenture was further extended to April 1, 2019. Effective April 1, 2019, the maturity date for the 2013 Debenture was further extended to May 1, 2019. Under ASC 470-50, the changes in the debt instrument were accounted for as modifications of debt. There were no changes in the fair value of the conversion option at the respective date of the modifications. The carrying amount of the debt instrument is accreted over the remaining life of the 2013 Debenture using a nominal effective rate of interest. In December 2018, a principal repayment of $300,000 was made on the 2013 Debenture to Drs. Isa and Amina Odidi. On April 4, 2019, a tentative approval from TSX was received for a proposed refinancing of the 2013 Debenture subject to certain conditions being met. As a result of the proposed refinancing, the principal amount owing under the 2013 Debenture was refinanced by a new debenture (the “2019 Debenture”). On May 1, 2019, the 2019 Debenture was issued with a principal amount of $1,050,000, that will mature on November 1, 2019, bear interest at a rate of 12% per annum and be convertible into 1,779,661 common shares of the Company at a conversion price of $0.59 per common share. Dr. Isa Odidi and Dr. Amina Odidi, who are shareholders, directors, and executive officers of the Company, will be the holders of the 2019 Debenture. Effective November 1, 2019, the maturity date for the 2019 Debenture was further extended to December 31, 2019. Under ASC 470-50, the change in the debt instrument was accounted for as a modification of debt. The carrying amount of the debt instrument is accreted over the remaining life of the 2019 Debenture using a nominal effective rate of interest. Effective December 31, 2019, the December 31, 2019 maturity date for the 2019 Debenture was further extended to February 1, 2020 and then effective January 31, 2020, the February 1, 2020 maturity date was further extended to March 31, 2020. On September 10, 2018, the Company completed a private placement financing of the unsecured convertible 2018 Debenture (as defined above) in the principal amount of $0.5 million. The 2018 Debenture will mature on September 1, 2020. The 2018 Debenture bears interest at a rate of 10% per annum, payable monthly, is pre-payable at any time at the option of the Company and is convertible at any time into common shares of the Company at a conversion price of $3.00 per common share at the option of the holder. Dr. Isa Odidi and Dr. Amina Odidi, who are shareholders, directors and executive officers of the Company provided the Company with the $0.5 million of the proceeds for the 2018 Debenture. At issuance, as the conversion price was lower than the market share price, the beneficial conversion feature valued at September 10, 2018 of $66,667 was allocated to Additional paid-in capital. Subsequently, the fair value of the 2018 Debenture is accreted over the remaining life of the 2018 Debenture using an effective rate of interest of 7.3%. On August 26, 2019, the Company completed a private placement financing of the unsecured August 2019 Debenture (as defined above) in the principal amount of $140,800. The August 2019 Debenture will mature on August 26, 2020, bears interest at a rate of 8% per annum, is pre-payable at any time at the option of the Company up to 180 days from date of issuance with pre-payment penalties ranging from 5% - 30% and is convertible at the option of the holder into common shares after 180 days at a conversion price which is equal to 75% of the market price. Market price is defined as the average of the lowest three (3) trading prices for the common shares during the twenty (20) trading day period prior to the conversion date. The Company incurred $15,800 in debt issuance costs of which $7,031 was debited to Additional paid-in capital and $8,769 was offset against the convertible debenture. At issuance, as the conversion price was lower than the market share price, the beneficial conversion feature valued at August 26, 2019 of $62,655 was allocated to Additional paid-in capital. Subsequently, the fair value of the August 2019 Debenture is accreted over the remaining life of the 2018 Debenture using an effective rate of interest of 77.1%. In November 2019, the debenture was fully paid, and the value of the beneficial conversion feature was recalculated at settlement in the amount of $88,652, which was offset to Additional paid-in capital and $4,419 gain on settlement was recognized in the consolidated statements of operations and comprehensive loss. On November 15, 2019, the Company completed a private placement financing of the unsecured convertible November 2019 Debenture (as defined above) in the principal amount of $0.25 million. The November 2019 Debenture will mature on December 31, 2019. The November 2019 Debenture bears interest at a rate of 12% per annum, payable monthly, is pre-payable at any time at the option of the Company and is convertible at any time into common shares of the Company at a conversion price of $0.12 per common share at the option of the holder. Dr. Isa Odidi and Dr. Amina Odidi, who are shareholders, directors and executive officers of the Company provided the Company with the $0.25 million of the proceeds for the November 2019 Debenture. At issuance, as the conversion price was lower than the market share price, the beneficial conversion feature valued at November 15, 2019 of $41,667 was allocated to Additional paid-in capital. Subsequently, the fair value of the November 2019 Debenture is accreted over the remaining life of the November 2019 Debenture using an effective rate of interest of 152.4%. Effective January 31, 2020, the December 31, 2019 maturity date for the November 2019 Debenture was further extended to March 31, 2020. Accreted interest expense during the year ended November 30, 2019 is $54,469 (2018 - $66,560; 2017 - $219,497) and has been included in the consolidated statements of operations and comprehensive loss. In addition, the coupon interest on the 2013 Debenture, 2018 Debenture, 2019 Debenture, August 2019 Debenture and November 2019 Debenture (collectively, the “Debentures”) for the year ended November 30, 2019 is $182,393 (2018 - $172,977; 2017 - $162,530) and has also been included in the consolidated statements of operations and comprehensive loss. (b) Promissory notes payable November 30, November 30, 2019 2018 $ $ Promissory note payable to two directors and officers of the Company, unsecured no annual interest rate on the outstanding loan balance 159,863 - 159,863 - In September 2019, the Company issued two unsecured, non-interest bearing promissory notes, with no fixed repayment terms, in the amounts of US$6,500 and CDN$203,886, to Dr. Isa Odidi and Dr. Amina Odidi, who are principal shareholders, directors and executive officers of the Company. |
Note 8 - Employee Costs Payable
Note 8 - Employee Costs Payable | 12 Months Ended |
Nov. 30, 2019 | |
Compensation Related Costs [Abstract] | |
Employee Costs Payable | As at November 30, 2019, the Company had $893,864 (2018 - $222,478) accrued salaries, accrued vacation and severance payable to certain employees. This balance is due on demand and therefore presented as current liabilities. |
Note 9 - Lease Obligations
Note 9 - Lease Obligations | 12 Months Ended |
Nov. 30, 2019 | |
Leases, Capital [Abstract] | |
Lease Obligations | On December 1, 2015, the Company entered into a new lease agreement for the premises that it currently operates from, as well the adjoining property which is owned by the same landlord, for a 5-year term with a 5-year renewal option. The Company also has an option to purchase the combined properties after March 1, 2017 and up to November 30, 2020 based on a fair value purchase formula. Future minimum lease payments under leases with terms of one year or more are as follows at November 30, 2019: Operating Year ending November 30, Lease $ 2020 191,654 191,654 |
Note 10 - Capital Stock
Note 10 - Capital Stock | 12 Months Ended |
Nov. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | Authorized, issued and outstanding (a) The Company is authorized to issue an unlimited number of common shares, all without nominal or par value and an unlimited number of preference shares. As at November 30, 2019, the Company had 22,085,856 (November 30, 2018 – 18,252,243) common shares issued and outstanding and no preference shares issued and outstanding. Two officers and directors of the Company owned directly and through their family holding company 578,131 (November 30, 2018 – 578,131) common shares or approximately 2.6% (November 30, 2018 – 3.2%) of the issued and outstanding common shares of the Company as at November 30, 2019. Each common share of the Company entitles the holder thereof to one vote at any meeting of shareholders of the Company, except meetings at which only holders of a specified class of shares are entitled to vote. Holders of common shares of the Company are entitled to receive, as and when declared by the board of directors of the Company, dividends in such amounts as shall be determined by the board. The holders of common shares of the Company have the right to receive the remaining property of the Company in the event of liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary. The preference shares may at any time and from time to time be issued in one or more series. The board of directors will, by resolution, from time to time, before the issue thereof, fix the rights, privileges, restrictions and conditions attaching to the preference shares of each series. Except as required by law, the holders of any series of preference shares will not as such be entitled to receive notice of, attend or vote at any meeting of the shareholders of the Company. Holders of preference shares will be entitled to preference with respect to payment of dividends and the distribution of assets in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, on such shares over the common shares of the Company and over any other shares ranking junior to the preference shares. (b) In November 2013, the Company entered into an equity distribution agreement with Roth Capital Partners, LLC (“Roth”), pursuant to which the Company originally could from time to time sell up to 530,548 of the Company’s common shares for up to an aggregate of $16.8 million (or such lesser amount as may then be permitted under applicable exchange rules and securities laws and regulations) through at-the-market issuances on Nasdaq or otherwise. Under the equity distribution agreement, the Company was able at its discretion, from time to time, offer and sell common shares through Roth or directly to Roth for resale to the extent permitted under Rule 415 under the Securities Act of 1933, as amended, at such time and at such price as were acceptable to the Company by means of ordinary brokers’ transactions on Nasdaq or otherwise at market prices prevailing at the time of sale or as determined by the Company. The Company has paid Roth a commission, or allowed a discount, of 2.75% of the gross proceeds that the Company received from any sales of common shares under the equity distribution agreement. The Company also agreed to reimburse Roth for certain expenses relating to the at-the-market offering program. During the year ended November 30, 2019, an aggregate of Nil (2018 – Nil; 2017 – 110,815) common shares were sold on Nasdaq for gross proceeds of $Nil (2018- $Nil; 2017 - $2,541,640), with net proceeds to the Company of $Nil (2018 - $Nil; 2017 - $2,468,474), respectively, under the at-the-market offering program. In March 2018, the Company terminated its continuous offering under the prospectus supplement dated July 18, 2017 and prospectus dated July 17, 2017 in respect of its at-the-market program. The underwriting agreement relating to the October 2018 offering described in Note 10(f) restricts the Company’s ability to use this equity distribution agreement. It contains a prohibition on the Company: (i) for a period of two years following the date of the underwriting agreement, from directly or indirectly in any at-the-market or continuous equity transaction, offer to sell, or otherwise dispose of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for its shares of capital stock or (ii) for a period of five years following the closing, effecting or entering into an agreement to effect any issuance by the Company of common shares or common share equivalents involving a certain variable rate transactions under an at-the-market offering agreement, whereby the Company may issue securities at a future determined price, except that, on or after the date that is two years after the closing, the Company may enter into an at-the-market offering agreement. (c) Direct costs related to the Company’s filing of a base shelf prospectus filed in May 2014 and declared effective in June 2014, direct costs related to the base shelf prospectus filed in May 2017 and certain other on-going costs related to the at the-market facility are recorded as deferred offering costs and are being amortized and recorded as share issuance costs against share offerings. For the year ended November 30, 2019, the Company recorded $Nil (2018 - $Nil – 2017 - $137,363) as a financing cost in the statements of operations and comprehensive loss related to the base shelf prospectus filed in May 2014 and expired in July 2017 and to the at-the-market facility. For the year ended November 30, 2019, costs directly related to the at the-market facility of $Nil (2018 - $Nil; 2017 - $73,166) were recorded in share offering costs and $Nil (2018 - $337,887; 2017 - $220,573) of deferred costs were amortized and recorded in share offering costs related to the at the-market facility and base shelf prospectus. For the year ended November 30, 2019, the Company recorded $Nil (2018 - $174,802) as a financing cost in the statements of operations and comprehensive loss related to the at-the-market offering program filed in November 2013. (d) In October 2017, the Company completed a registered direct offering of 363,636 common shares at a price of $11.00 per share. The Company also issued to the investors warrants to purchase an aggregate of 181,818 common shares (the “October 2017 Warrants”). The warrants became exercisable six months following the closing date, will expire 30 months after the date they became exercisable, have a term of three years and have an exercise price of $12.50 per common share. The Company also issued to the placement agents warrants to purchase 18,181 common shares at an exercise price of $13.75 per share (the “October 2017 Placement Agent Warrants”). The holders of October 2017 Warrants and October 2017 Placement Agent Warrants are entitled to a cashless exercise under which the number of shares to be issued will be based on the number of shares for which warrants are exercised times the difference between the market price of the common share and the exercise price divided by the market price. The October 2017 Warrants and the October 2017 Placement Agent Warrants are considered to be indexed to the Company’s own stock and are therefore classified as equity under ASC topic 480 Distinguishing Liabilities from Equity. The Company recorded $3,257,445 as the value of common shares under Capital stock and $742,555 as the value of the October 2017 Warrants under Additional paid-in capital in the consolidated statements of shareholders’ equity (deficiency). The Company has disclosed the terms used to value the warrants in Note 14. The direct costs related to the issuance of the common shares, October 2017 Warrants and October 2017 Placement Agent Warrants were $500,492 and were recorded as an offset against the consolidated statements of shareholders’ equity (deficiency) with $391,580 being recorded under Capital stock and $108,912 being recorded under Additional paid-in-capital. In March 2018, the Company completed two registered direct offerings of an aggregate of 883,333 common shares at a price of $6.00 per share. The Company also issued to the investors warrants to purchase an aggregate of 441,666 common shares (the “March 2018 Warrants”). The warrants became exercisable six months following the closing date, will expire 30 months after the date they became exercisable, and have an exercise price of $6.00 per common share. The Company also issued to the placement agents warrants to purchase 44,166 common shares at an exercise price of $7.50 per share (the “March 2018 Placement Agent Warrants”). The holders of March 2018 Warrants and March 2018 Placement Agent Warrants are entitled to a cashless exercise under which the number of shares to be issued will be based on the number of shares for which warrants are exercised times the difference between the market price of the common share and the exercise price divided by the market price. The March 2018 Warrants and March 2018 Placement Agent Warrants are considered to be indexed to the Company’s own stock and are therefore classified as equity under ASC topic 480 Distinguishing Liabilities from Equity. The Company recorded $4,184,520 as the value of common shares under Capital stock and $1,115,480 as the value of the March 2018 Warrants under Additional paid-in-capital in the consolidated statements of shareholders’ equity (deficiency). The Company has disclosed the terms used to value the warrants in Note 14. The direct costs related to the issuance of the common shares and warrants were $831,357 including the cost of warrants issued to the placement agents. These direct costs were recorded as an offset against the consolidated statements of shareholders’ equity (deficiency) with $656,383 being recorded under Capital stock and $174,974 being recorded under Additional paid-in capital. (e) In October 2018, the Company completed an underwritten public offering in the United States, resulting in the sale to the public of 827,970 Units at $0.75 per Unit, which were comprised of one common share and one warrant (the “2018 Unit Warrants”) exercisable at $0.75 per share. The Company concurrently sold an additional 1,947,261 common shares and warrants to purchase 2,608,695 common shares exercisable at $0.75 per share (the “2018 Option Warrants’) pursuant to the overallotment option exercised in part by the underwriter. The price of the common shares issued in connection with exercise of the overallotment option was $0.74 per share and the price for the warrants issued in connection with the exercise of the overallotment option was $0.01 per warrant, less in each case the underwriting discount. In addition, the Company issued 16,563,335 pre-funded units (“2018 Pre-Funded Units’), each 2018 Pre-Funded Unit consisting of one pre-funded warrant (a “2018 Pre-Funded Warrant”) to purchase one common share and one warrant (a “2018 Warrant”, and together with the 2018 Unit Warrants and the 2018 Option Warrants, the “2018 Firm Warrants”) to purchase one common share. The 2018 Pre-Funded Units were offered to the public at $0.74 each and a 2018 Pre-Funded Warrant is exercisable at $0.01 per share. Each 2018 Firm Warrant is exercisable immediately and has a term of five years and each 2018 Pre-Funded Warrant is exercisable immediately and until all 2018 Pre-Funded Warrants are exercised. The Company also issued warrants to the placement agents to purchase 1,160,314 common shares at an exercise price of $0.9375 per share (the “October 2018 Placement Agent Warrants”), which were exercisable immediately upon issuance. In aggregate, the Company issued 2,775,231 common shares, 16,563,335 2018 Pre-Funded Warrants and 20,000,000 2018 Firm Warrants in addition to 1,160,314 October 2018 Placement Agent Warrants. The Company raised $14,344,906 in gross proceeds as part of October 2018 underwritten public offering. The Company recorded $1,808,952 as the value of common shares under Capital stock and $279,086 as the value of the 2018 Firm Warrants and $12,256,868 as the value of the 2018 Pre-Funded Warrants under Additional paid-in capital in the consolidated statements of shareholders’ equity (deficiency). During the year ended November 30, 2018, 12,153,334 2018 Pre-Funded Warrants were exercised for proceeds of $121,553, and the Company recorded a charge of $4,262,526 from Additional paid in capital to common shares under Capital stock. During the year ended November 30, 2019, 2,793,334 common shares were issued upon the exercise of 2018 Pre-Funded Warrants and 1,030,000 common shares were issued in respect of 2018 Pre-Funded Warrants which were exercised as of November 30, 2018 but for which common shares were not yet issued as of November 30, 2018 for proceeds of $27,953 and the Company recorded a charge of $979,705 from Additional paid-in capital to common shares under Capital stock. The Company has disclosed the terms used to value these warrants in Note 14. The direct costs related to the issuance of the common shares and warrants issued in October 2018 were $2,738,710 including the cost of October 2018 Placement Agent Warrants in the amount of $461,697. These direct costs were recorded as an offset against the consolidated statements of shareholders’ equity (deficiency) with $345,363 being recorded under Capital stock and $2,393,347 being recorded under Additional paid-in capital. (f) In July 2019, the company issued 10,279 common shares upon the exercise of 10,279 Deferred Share Units. The Company recorded a charge of $225,612 from Additional paid-in-capital to common shares under Capital stock. |
Note 11 - Options
Note 11 - Options | 12 Months Ended |
Nov. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Options | All grants of options to employees after October 22, 2009 are made from the Employee Stock Option Plan (the “Employee Stock Option Plan”). The maximum number of common shares issuable under the Employee Stock Option Plan is limited to 10% of the issued and outstanding common shares of the Company from time to time, or 2,208,585 based on the number of issued and outstanding common shares as at November 30, 2019. As at November 30, 2019, 2,077,435 options are outstanding and there were 131,150 options available for grant under the Employee Stock Option Plan. Each option granted allows the holder to purchase one common share at an exercise price not less than the closing price of the Company's common shares on the TSX on the last trading day prior to the grant of the option. Options granted under these plans typically have a term of 5 years with a maximum term of 10 years and generally vest over a period of up to three years. In August 2004, the Board of Directors of IPC Ltd. approved a grant of 276,394 performance-based stock options, to two executives who were also the principal shareholders of IPC Ltd. The vesting of these options is contingent upon the achievement of certain performance milestones. A total of 276,394 performance-based stock options have vested as of November 30, 2019. Under the terms of the original agreement these options were to expire in September 2014. Effective March 27, 2014, the Company’s shareholders approved the two-year extension of the performance-based stock option expiry date to September 2016. Effective April 19, 2016, the Company’s shareholders approved a further two-year extension of the performance-based stock option expiry date to September 2018. Effective May 15, 2018, the Company’s shareholders approved a further two-year extension of the performance-based stock option expiry date to September 2020. These options were outstanding as at November 30, 2019. In the year ended November 30, 2019, 1,687,000 (2018 – Nil; 2017 - 37,600) (2018 – Nil; 2017 - 12,000) The fair value of each option grant is estimated on the date of grant using the Black-Scholes Option-Pricing Model, consistent with the provisions of ASC topic 718. Option pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company uses its own volatility to calculate the fair value of the options granted during the year. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on the historical average of the term and historical exercises of the options. The risk-free rate assumed in valuing the options is based on the U.S. treasury yield curve in effect at the time of grant for the expected term of the option. The expected dividend yield percentage at the date of grant is Nil as the Company is not expected to pay dividends in the foreseeable future. The weighted average fair value of employee stock options granted was estimated using the following assumptions: November 30, November 30, November 30, 2019 2018 2017 Volatility 93.90% - 111.93% - 71.70% Risk-free interest rate 1.62% - 1.90% - 1.56% Expected life (in years) 5.78 - 10.00 - 5.49 Dividend yield - - - The weighted average grant date fair value of options granted $0.22 - $0.28 - $7.50 Details of stock option transactions in Canadian dollars (“C$”) are as follows: November 30, 2019 November 30, 2018 November 30, 2017 Weighted Weighted Weighted average Weighted average Weighted average Weighted exercise average exercise average exercise average Number of price per grant date Number of price per grant date Number of price per grant date options share fair value options share fair value options share fair value $ $ $ $ $ $ Outstanding, beginning of year 555,651 37.70 19.33 582,811 36.93 19.37 539,246 34.80 18.80 Granted 1,887,000 0.35 0.26 - - - 49,600 11.70 7.50 Exercised - - - - - - (200) 23.20 12.00 Forfeiture (28,432) 1.41 0.80 (25,533) 20.36 14.19 - - - Expired (60,390) 31.54 14.27 (1,627) 291.07 228.92 (5,835) 126.40 96.00 Balance, end of year 2,353,829 8.35 4.30 555,651 37.70 19.33 582,811 36.93 19.37 - Options exercisable, end of year 1,122,189 17.12 8.75 544,619 38.23 19.59 522,106 38.01 20.06 As of November 30, 2019, the exercise prices, weighted average remaining contractual life of outstanding options and weighted average grant date fair values were as follows: Options outstanding Options exercisable Weighted Weighted Weighted Weighted Weighted average average average average average exercise remaining grant exercise grant Exercise Number price per contract date Number price per date price outstanding share life (years) fair value exercisable share fair value $ $ $ $ $ Under 25 1,951,635 1.21 0.08 0.71 719,995 3.50 1.50 26.00 - 50.00 402,194 34.77 1.13 18.65 402,194 34.77 18.64 2,353,829 8.35 - - 1,122,189 17.12 - Total unrecognized compensation cost relating to the unvested performance-based stock options at November 30, 2019 is $Nil (2018 - $Nil; 2017 - $788,887). For the year ended November 30, 2019 and 2018, no options were exercised. For the year ended November 30, 2017, 200 options were exercised for cash consideration of $1,742. The following table summarizes the components of stock-based compensation expense. November 30, November 30, November 30, 2019 2018 2017 $ $ Research and development 212,357 883,064 1,654,051 Selling, general and administrative 52,211 44,622 95,948 264,568 927,686 1,749,999 The Company has estimated its stock option forfeitures to be approximately 4% at November 30, 2019 (2018 - 4%; 2017 – 4%). |
Note 12 - Deferred Share Units
Note 12 - Deferred Share Units | 12 Months Ended |
Nov. 30, 2019 | |
Deferred Share Units [Abstract] | |
Deferred Share Units | Effective May 28, 2010, the Company’s shareholders approved a Deferred Share Unit (“DSU”) Plan to grant DSUs to its non-management directors and reserved a maximum of 11,000 common shares for issuance under the plan. The DSU Plan permits certain non-management directors to defer receipt of all or a portion of their board fees until termination of the board service and to receive such fees in the form of common shares at that time. A DSU is a unit equivalent in value to one common share of the Company based on the trading price of the Company's common shares on the TSX. Upon termination of board service, the director will be able to redeem DSUs based upon the then market price of the Company's common shares on the date of redemption in exchange for any combination of cash or common shares as the Company may determine. During the year ended November 30, 2019, no non-management board members elected to receive director fees in the form of DSUs under the Company’s DSU Plan. During the year ended November 30, 2018, one non-management board member elected to receive director fees in the form of DSUs under the Company’s DSU Plan. As at November 30, 2019, Nil (2018 - 10,279) DSUs are outstanding and 11,000 (2018 - 721) DSUs are available for grant under the DSU Plan. The Company recorded the following amounts related to DSUs for each of the three years ended November 30, 2019, 2018 and 2017 in Additional paid-in capital and accrued the following amounts as at November 30, 2019, 2018 and 2017: November 30, 2019 November 30, 2018 November 30, 2017 $ shares $ shares $ shares Additional paid in capital - - 7,565 866 30,355 1,738 Accrued liability - - - - 7,562 866 During the year ended November 30, 2019, 10,279 DSU’s were exercised and the Company recorded a charge of $225,612 from Additional paid-in capital to common shares under Capital stock . |
Note 13 - Restricted Share Unit
Note 13 - Restricted Share Units | 12 Months Ended |
Nov. 30, 2019 | |
Note 13 - Restricted Share Units | |
Restricted Share Units | Effective May 28, 2010, the Company’s shareholders approved a Restricted Share Unit (“RSU”) Plan for officers and employees of the Company and reserved a maximum of 33,000 common shares for issuance under the plan. The RSU Plan will form part of the incentive compensation arrangements available to officers and employees of the Company and its designated affiliates. An RSU is a unit equivalent in value to one common share of the Company. Upon vesting of the RSUs and the corresponding issuance of common shares to the participant, or on the forfeiture and cancellation of the RSUs, the RSUs credited to the participant’s account will be cancelled. No RSUs have been issued under the plan. |
Note 14 - Warrants
Note 14 - Warrants | 12 Months Ended |
Nov. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | All of the Company’s outstanding warrants are considered to be indexed to the Company’s own stock and are therefore classified as equity under ASC 480. The warrants, in specified situations, provide for certain compensation remedies to a holder if the Company fails to timely deliver the shares underlying the warrants in accordance with the warrant terms. In the underwritten public offering completed in June 2016, gross proceeds of $5,200,000 were received through the sale of the Company’s units comprised of common shares and warrants. The Company issued at the initial closing of the offering an aggregate of 322,981 common shares and warrants to purchase an additional 161,490 common shares, at a price of $16.10 per unit. The warrants are currently exercisable, have a term of five years and an exercise price of $19.30 per common share. The underwriter also purchased at such closing additional warrants (collectively with the warrants issued at the initial closing, the “June 2016 Warrants”) at a purchase price of $0.01 per warrant to acquire 24,223 common shares pursuant to the overallotment option exercised in part by the underwriter. The fair value of the June 2016 Warrants of $1,175,190 was initially estimated at closing using the Black-Scholes Option Pricing Model, using volatility of 64.1%, risk free interest rate of 0.92%, expected life of 5 years, and dividend yield of Nil. The June 2016 Warrants currently outstanding are detailed below. In the registered direct offering completed in October 2017, gross proceeds of $4,000,000 were received through the sale of the Company’s common shares and warrants. The Company issued at the closing of the offering an aggregate of 363,636 common shares at a price of $11.00 per share and warrants to purchase an additional 181,818 common shares (the “October 2017 Warrants”). The October 2017 Warrants became exercisable six months following the closing date, will expire 30 months after the date they became exercisable, and have an exercise price of $12.50 per common share. The Company also issued the October 2017 Placement Agents Warrants to purchase 18,181 common shares at an exercise price of $13.75 per share. The holders of October 2017 Warrants and October 2017 Placement Agent Warrants are entitled to a cashless exercise under which the number of shares to be issued will be based on the number of shares for which warrants are exercised times the difference between the market price of the common share and the exercise price divided by the market price. The fair value of the October 2017 Warrants of $742,555 was initially estimated at closing using the Black-Scholes Option Pricing Model, using volatility of 73.67%, risk free interest rate of 1.64%, expected life of 3 years, and dividend yield of Nil. The fair value of the October 2017 Placement Agents Warrants was estimated at $86,196 using the Black-Scholes Option Pricing Model, using volatility of 73.67%, a risk-free interest rate of 1.64%, an expected life of 3 years, and a dividend yield of Nil. The October 2017 Warrants and the October 2017 Placement Agent Warrants currently outstanding are detailed below. In the two registered direct offerings completed in March 2018, gross proceeds of $5,300,000 were received through the sale of the Company’s common shares and warrants. The Company issued at the closing of the offering an aggregate of 883,333 common shares at a price of $6.00 per share and the March 2018 Warrants to purchase an additional 441,666 common shares. The March 2018 Warrants became exercisable six months following the closing date, will expire 30 months after the date they became exercisable and have an exercise price of $6.00 per common share. The Company also issued the March 2018 Placement Agent Warrants to purchase 44,166 common shares at an exercise price of $7.50 per share. The holders of March 2018 Warrants and March 2018 Placement Agent Warrants are entitled to a cashless exercise under which the number of shares to be issued will be based on the number of shares for which warrants are exercised times the difference between the market price of the common share and the exercise price divided by the market price. The fair value of the March 2018 Warrants of $1,115,480 was initially estimated at closing using the Black-Scholes Option Pricing Model, using volatility of 70%, risk free interest rates of 2.44% and 2.46%, expected life of 3 years, and dividend yield of Nil. The fair value of the March 2018 Placement Agent Warrants was estimated at $141,284 using the Black-Scholes Option Pricing Model, using volatility of 70%, risk free interest rates of 2.44% and 2.46%, an expected life of 3 years, and a dividend yield of Nil. The March 2018 Warrants and the March 2018 Placement Agent Warrants currently outstanding are detailed below. In October 2018, the Company completed an underwritten public offering in the United States, resulting in the sale to the public of 827,970 Units at $0.75 per Unit, which are comprised of one common share and one 2018 Unit Warrant (as defined above) exercisable at $0.75 per share. The Company concurrently sold an additional 1,947,261 common shares and 2018 Option Warrants to purchase 2,608,695 common shares exercisable at $0.75 per share pursuant to the overallotment option exercised in part by the underwriter. The price of the common shares issued in connection with exercise of the overallotment option was $0.74 per share and the price for the warrants issued in connection with the exercise of the overallotment option was $0.01 per warrant, less in each case the underwriting discount. In addition, the Company issued 16,563,335 2018 Pre-Funded Units (as defined above), each 2018 Pre-Funded Unit consisting of one 2018 Pre-Funded Warrant (as defined above) to purchase one common share and one 2018 Warrant (as defined above) to purchase one common share. The 2018 Pre-Funded Units were offered to the public at $0.74 each and a 2018 Pre-Funded Warrant is exercisable at $0.01 per share. Each 2018 Firm Warrant is exercisable immediately and has a term of five years and each 2018 Pre-Funded Warrant is exercisable immediately and until all 2018 Pre-Funded Warrants are exercised. The Company also issued the October 2018 Placement Agent Warrants to the placement agents to purchase 1,160,314 common shares at an exercise price of $0.9375 per share, which were exercisable immediately upon issuance. In aggregate, in October 2018, the Company issued 2,775,231 common shares, 16,563,335 2018 Pre-Funded Warrants and 20,000,000 2018 Firm Warrants in addition to 1,160,314 October 2018 Placement Agent Warrants. The fair value of the 2018 Firm Warrants of $279,086 was initially estimated at closing using the Black-Scholes Option Pricing Model, using volatility of 92%, risk free interest rates of 3.02%, expected life of 5 years, and dividend yield of Nil. The fair value of the October 2018 Placement Agents Warrants was estimated at $461,697 using the Black-Scholes Option Pricing Model, using volatility of 92%, risk free interest rate of 3.02%, an expected life of 5 years, and a dividend yield of Nil. The fair value of the 2018 Pre-Funded Warrant of $12,256,868 and the fair value of the 2018 Firm Warrants of $279,086, respectively, were recorded under Additional paid-in capital in the consolidated statements of shareholders’ equity (deficiency). During the year ended November 30, 2019, 2,793,334 (2018 – 12,153,334) 2018 Pre-Funded Warrants were exercised for proceeds of $27,953 (2018 - $121,553), and the Company recorded a charge of $979,705 (2018 - $4,262,526) from Additional paid-in capital to common shares under Capital stock. During the year ended November 30, 2019, 1,030,000 common shares were issued in respect of 2018 Pre-Funded Warrants which were exercised as of November 30, 2018 but for which common shares were not yet issued as of November 30, 2018. As at November 30, 2019, 1,616,667 2018 Pre-Funded Warrants are outstanding which are exercisable immediately at $0.01 per share. In addition, the following table provides information on the 23,740,290 warrants including 2018 Firm Warrants outstanding and exercisable as of November 30, 2019: Number Shares issuable Warrant Exercise price outstanding Expiry upon exercise June 2016 Warrants $ 19.30 277,478 June 02, 2021 138,739 October 2017 Warrants $ 12.50 181,818 October 13, 2020 181,818 October 2017 Placement Agent Warrants $ 13.75 18,181 October 13, 2020 18,181 March 2018 Warrants $ 6.00 291,666 March 16, 2021 291,666 March 2018 Warrants $ 6.00 150,000 March 21, 2021 150,000 March 2018 Placement Agent Warrants $ 7.50 29,166 March 16, 2021 29,166 March 2018 Placement Agent Warrants $ 7.50 15,000 March 21, 2021 15,000 2018 Firm Warrants $ 0.75 20,000,000 October 16, 2023 20,000,000 2018 Pre-Funded Warrants $ 0.01 1,616,667 October 16, 2023 1,616,667 October 2018 Placement Agent Warrants $ 0.9375 1,160,314 October 16, 2023 1,160,314 23,740,290 23,601,551 During the year ended November 30, 2019, other than 2018 Pre-Funded Warrants as noted above, there were no cash exercises in respect of warrants (2018 – Nil) and no cashless exercise (2018 - Nil) of warrants, resulting in the issuance of Nil (2018 – Nil) and Nil (2018 - Nil) common shares, respectively. Details of warrant transactions for the years ended November 30, 2019 and 2018 are as follows: Outstanding, December 1, 2018 Issued Expired Exercised Outstanding, November 30, 2019 June 2016 Warrants 277,478 - - - 277,478 October 2017 Warrants 181,818 - - - 181,818 October 2017 Placement Agent Warrants 18,181 - - - 18,181 March 2018 Warrants 441,666 - - - 441,666 March 2018 Placement Agent Warrants 44,166 - - - 44,166 2018 Firm Warrants 20,000,000 - - - 20,000,000 2018 Pre-Funded Warrants 4,410,001 - - (2,793,334) 1,616,667 October 2018 Placement Agent Warrants 1,160,314 - - - 1,160,314 26,533,624 - - (2,793,334) 23,740,290 Outstanding, December 1, 2017 Issued Expired Exercised Rounding on consolidation Outstanding, November 30, 2018 March 2013 Warrants 149,174 - (149,174) - - - July 2013 Warrants 87,000 - (87,000) - - - June 2016 Warrants 277,872 - - - (394) 277,478 October 2017 Warrants 181,818 - - - - 181,818 October 2017 Placement Agent Warrants 18,181 - - - - 18,181 March 2018 Warrants - 441,666 - - - 441,666 March 2018 Placement Agent Warrants - 44,166 - - - 44,166 2018 Firm Warrants - 20,000,000 - - - 20,000,000 2018 Pre-Funded Warrants - 16,563,335 - (12,153,334) - 4,410,001 October 2018 Placement Agent Warrants - 1,160,314 - - - 1,160,314 714,045 38,209,481 (236,174) (12,153,334) (394) 26,533,624 |
Note 15 - Income Taxes
Note 15 - Income Taxes | 12 Months Ended |
Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The Company files Canadian income tax returns for its Canadian operations. Separate income tax returns are filed as locally required. The total provision for income taxes differs from the amount which would be computed by applying the Canadian income tax rate to loss before income taxes. The reasons for these differences are as follows: November 30, November 30, November 30, 2019 2018 2017 % % % Statutory income tax rate 26.5 26.5 26.5 $ $ $ Statutory income tax recovery (2,143,853) (3,643,080) (2,347,222) Increase (decrease) in income taxes Non-deductible expenses/ non-taxable income 79,210 263,650 488,769 Change in valuation allowance 2,425,721 4,861,770 2,128,819 Investment tax credit (364,955) (466,052) - Financing costs booked to equity - (1,049,430) (269,715) Difference in foreign tax rates (1,487) 290 (651) True up of tax returns - 11,029 - Tax loss expired and other - 21,823 - Income tax recovery (5,364) - - The Company's income tax recovery is allocated as follows: Current tax expense 5,678 - - Deferred tax recovery (11,042) - - The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities and certain carry-forward balances. Significant temporary differences and carry-forwards are as follows: 2019 2018 $ $ Deferred tax assets Non-capital loss carry-forwards 13,031,063 11,847,710 Book and tax basis differences on assets and liabilities 1,151,545 1,041,360 Other 1,514,224 2,884,013 Investment tax credit 3,759,118 3,354,760 Undeducted research and development expenditures 5,366,539 4,870,130 Capital loss carryforwards 322,983 326,060 Share issuance cost 813,208 1,152,750 25,958,680 25,476,783 Deferred tax liabilities Unrealized foreign exchange gain (279,062) (282,138) Convertible debentures (14,627) (15,805) (293,689) (297,943) Valuation allowances for deferred tax assets (25,664,991) (25,178,840) Net deferred tax assets - - Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset. Movement in net deferred tax assets (liabilities): 2019 2018 $ $ Balance at the beginning of the year - - Recognized in profit/loss (11,042) - Recognized in shareholders' equity 11,042 - Balance at the end of the year - - At November 30, 2019, the Company had cumulative operating losses available to reduce future years’ income for income tax purposes: Canadian income tax losses expiring in the year ended November 30, Federal $ 2028 182,222 2029 555,539 2030 3,373,079 2031 5,532,739 2032 5,750,053 2033 4,562,538 2034 149,927 2035 2,634,823 2036 3,404,504 2037 4,328,444 2038 10,931,052 2039 7,768,905 49,173,825 T At November 30, 2019, the Company had a cumulative carry-forward pool of Canadian Federal Scientific Research & Experimental Development expenditures in the amount of $20,251,089 (2018 - $18,377,849) which can be carried forward indefinitely. At November 30, 2019, the Company had approximately $3,773,333 (2018 - $3,483,828) of unclaimed Investment Tax Credits which expire from 2025 to 2039. These credits are subject to a full valuation allowance as they are not more likely than not to be realized. The net deferred tax assets have been fully offset by a valuation allowance because it is not more likely than not the Company will realize the benefit of these deferred tax assets. The Company does not have any recognized tax benefits as of November 30, 2019 or November 30, 2018. The Company files unconsolidated federal income tax returns domestically and in foreign jurisdictions. The Company has open tax years from 2009 to 2019 with tax jurisdictions including Canada and the U.S. These open years contain certain matters that could be subject to differing interpretations of applicable tax laws and regulations, as they relate to amount, timing, or inclusion of revenues and expenses. The Company had no accrued interest and penalties as of November 30, 2019, 2018 and 2017. |
Note 16 - Contingencies
Note 16 - Contingencies | 12 Months Ended |
Nov. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As at November 30, 2019, and continuing as at February 28, 2020, the Company is not aware of any pending or threatened material litigation claims against the Company, other than as described below. In November 2016, the Company filed an NDA for our Oxycodone ER product candidate, relying on the 505(b)(2) regulatory pathway, which allowed us to reference data from Purdue's file for its OxyContin ® On April 7, 2017, the Company received notice that the Purdue litigation plaintiffs had commenced patent infringement proceedings against us in the U.S. District Court for the District of Delaware (docket number 17-392) in respect of its NDA filing for Oxycodone ER, alleging that its proposed Oxycodone ER infringes 6 out of the 16 patents associated with the branded product OxyContin ® ® Subsequent to the above-noted filing of lawsuit, 4 further such patents were listed and published in the Orange Book. The Company then similarly certified to the FDA concerning such further patents. On March 16, 2018, the Company received notice that the Purdue litigation plaintiffs had commenced further such patent infringement proceedings against us adding the 4 further patents. This lawsuit is also in the District of Delaware federal court under docket number 18-404. As a result of the commencement of the first of these legal proceedings, the FDA is stayed for 30 months from granting final approval to our Oxycodone ER product candidate. That time period commenced on February 24, 2017, when the Purdue litigation plaintiffs received notice of the Company’s certification concerning the patents, and will expire on August 24, 2019, unless the stay is earlier terminated by a final declaration of the courts that the patents are invalid, or are not infringed, or the matter is otherwise settled among the parties. On or about June 26, 2018 the court issued an order to sever 6 “overlapping” patents from the second Purdue case, but ordered litigation to proceed on the 4 new (2017-issued) patents. An answer and counterclaim were filed on July 9, 2018. The existence and publication of additional patents in the Orange Book, and litigation arising therefrom, is an ordinary and to be expected occurrence in the course of such litigation. On July 6, 2018 the court issued a claims construction on the first case which the Company believe does not weaken the case. On July 24, 2018, the parties to the case mutually agreed to dismiss the infringement claims related to the Grünenthal ‘060 patent. The Grünenthal ‘060 patent is one of the six patents included in the original litigation case, however, the dismissal does not by itself result in a termination of the 30-month litigation stay. Infringement claims related to this patent have been dismissed without prejudice. On October 4, 2018, the parties to the 17-392 docket case mutually agreed to postpone the scheduled court date pending a case status conference scheduled for December 17, 2018. At that time, further trial scheduling and other administrative matters were postponed pending the Company’s anticipated resubmission of the Oxycodone ER NDA. That filing was timely filed at the end of February 2019. The trial in the 17-392 case was scheduled for November 12, 2019. On January 17, 2019, the court issued a scheduling order in 18-404 that schedules the remaining major portions. The trial in the 18-404 case was scheduled for June 2020. The U.S. Federal Circuit Court of Appeal affirmed On April 4, 2019 the invalidity of one Purdue oxycontin patent. The patent is: 9,060,976. This patent claimed a core matrix containing PEO and magnesium stearate, which is then heated. The patent was nominally in our 17-392 and 18-404 cases. The invalidity ruling reduces yet another patent from the overall equation. However, it does not, by itself, eliminate the 30 month litigation stay in either docketed case. On October 3, 2019 following the filing of a bankruptcy stay by Purdue Pharma, the ongoing litigation cases number 1:17-cv-00392-RGA and 1:18-cv-00404-RGA-SRF between Purdue Pharma L.P. et al and Intellipharmaceutics International have been stayed and the existing dates in both cases vacated by an order issued by the courts in the District of Delaware. No new dates were given for reinstatement; however, the parties are required to provide a further status report no later than March 13, 2020. The current 30-month regulatory stay date for FDA of March 2, 2020 remains unchanged at this time, absent a further order of the judge. The Company is confident that it does not infringe any of the subject patents in either of the two cases and will vigorously defend against these claims. In July 2017, three complaints were filed in the U.S. District Court for the Southern District of New York that were later consolidated under the caption Shanawaz v. Intellipharmaceutics Int’l Inc., et al., No. 1:17-cv-05761 (S.D.N.Y.). The lead plaintiffs filed a consolidated amended complaint on January 29, 2018. In the amended complaint, the lead plaintiffs assert claims on behalf of a putative class consisting of purchasers of our securities between May 21, 2015 and July 26, 2017. The amended complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making allegedly false and misleading statements or failing to disclose certain information regarding our NDA for Oxycodone ER abuse-deterrent oxycodone hydrochloride extended release tablets. The complaint seeks, among other remedies, unspecified damages, attorneys’ fees and other costs, equitable and/or injunctive relief, and such other relief as the court may find just and proper. On March 30, 2018, the Company and the other defendants filed a motion to dismiss the amended complaint for failure to state a valid claim. The defendants’ motion to dismiss was granted in part, and denied in part, in an Order dated December 17, 2018. In its Order, the court dismissed certain of the plaintiffs’ securities claims to the extent that the claims were based upon statements describing the Oxycodone ER product’s abuse-deterrent features and its bioequivalence to OxyContin. However, the court allowed the claims to proceed to the extent plaintiffs challenged certain public statements describing the contents of the Company’s Oxycodone ER NDA. Defendants filed an answer to the amended complaint on January 7, 2019. On February 5, 2019, the court held an initial pretrial conference and entered a scheduling order governing discovery and class certification. In an order entered at the parties request on May 9, 2019, the Court stayed proceedings in the action to permit the parties time to conduct a mediation. As a result of subsequent extensions, the stay was extended through October 10, 2019. The parties participated in a mediation on August 1, 2019, during which the parties tentatively agreed to the terms of a settlement of the action subject to the satisfaction of certain financial conditions by the Company. On October 10, 2019, the Company provided notice that it was not able to satisfy those conditions. As a result, it is possible that the parties will resume active litigation in the action in the near future. If a settlement does not go forward, the Company and the other defendants intend to vigorously defend themselves against the remainder of the claims asserted in the consolidated action. On November 7, 2019, the Company announced that the parties in Shanawaz v. Intellipharmaceutics International, Inc., an action pending in New York reached a settlement that is subject to the approval of the court following notice to class members. The stipulation of settlement provides for a settlement payment of US$1.6 million, which Intellipharmaceutics anticipates will be funded by available insurance. As part of the settlement, the Company also agreed to contribute to the settlement fund specific anticipated Canadian tax refunds of up to US$400,000 to the extent received within 18 months after the entry of final judgment. The stipulation acknowledges that the Company and the other defendants continue to deny that they committed any violation of the U.S. securities laws or engaged in any other wrongdoing and that they are entering into the settlement at this time based on the burden, expense, and inherent uncertainty of continuing the litigation. Although the Company believes that the settlement represents a fair and reasonable compromise of the matters in dispute in the litigation, there can be no assurance that the court will approve the stipulation of settlement as proposed, or at all. If the stipulation of settlement is not approved or otherwise fails to become effective, then the parties will be returned to their respective positions in the litigation as of August 9, 2019. On February 21, 2019, the Company and its CEO, Dr. Isa Odidi (“Defendants”), were served with a Statement of Claim filed in the Superior Court of Justice of Ontario (“Court”) for a proposed class action under the Ontario Class Proceedings Act (“Action”). The Action was brought by Victor Romita, the proposed representative plaintiff (“Plaintiff”), on behalf of a class of Canadian persons (“Class”) who traded shares of the Company during the period from February 29, 2016 to July 26, 2017 (“Period”). The Statement of Claim, under the caption Victor Romita v. Intellipharmaceutics International Inc. and Isa Odidi, On October 7, 2019, a complaint was filed in the U.S. District Court for the Southern District of New York by Alpha Capital Anstalt (“Alpha”) against the Company, two of its existing officers and directors and its former Chief Financial Officer. In the complaint, Alpha alleges that the Company and the executive officers/directors named in the complaint violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, by allegedly making false and misleading statements in the Company’s Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on September 20, 2018, as amended (the “Registration Statement”) by failing to disclose certain information regarding the resignation of the Company’s then Chief Financial Officer, which was announced several weeks after the Registration Statement was declared effective. In the complaint Alpha seeks unspecified damages, rescission of its purchase of the Company’s securities in the relevant offering, attorneys’ fees and other costs and further relief as the court may find just and proper. On December 12, 2019, the Company and the other defendants in the action filed a motion to dismiss for failure to state a claim. Plaintiff’s opposition to that motion is due on February 4, 2020 and briefing is scheduled to be complete on March 6, 2020 if they are served in the action. If they are served in the action, the Company and other defendants intend to defend against the allegations set forth in the complaint. However, there can be no assurance that the case can be resolved in the Company's favor. |
Note 17 - Financial Instruments
Note 17 - Financial Instruments | 12 Months Ended |
Nov. 30, 2019 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Financial Instruments | (a) Fair values The Company follows ASC topic 820, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC topic 820 apply to other accounting pronouncements that require or permit fair value measurements. ASC topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date; and establishes a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. As of December 1, 2018, the Company has adopted ASU No. 2016-01, which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. The adoption did not have an impact on the date of transition and did not have a material impact on the consolidated financial statements for the year ended November 30, 2019. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of the hierarchy are defined as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs for asset or liabilities. (a) Fair values The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. (i) The Company calculates fair value of the options and warrants using its own historical volatility (Level 1). (ii) The Company calculates the interest rate for the conversion option based on the Company’s estimated cost of raising capital (Level 2). An increase/decrease in the volatility and/or a decrease/increase in the discount rate would have resulted in an increase/decrease in the fair value of the conversion option and warrants. Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis are as follows: November 30, 2019 November 30, 2018 Carrying Fair Carrying Fair amount value amount value $ $ $ $ Financial Liabilities Convertible debentures (i) 1,744,813 1,778,988 1,790,358 1,795,796 Promissory notes payable (i) 159,863 159,863 - - (i) The Company calculates the interest rate for the Debentures and promissory notes payable based on the Company’s estimated cost of raising capital and uses the discounted cash flow model to calculate the fair value of the Debentures and the promissory notes payable. The carrying values of cash, accounts receivable, accounts payable, accrued liabilities and employee cost payable approximates their fair values because of the short-term nature of these instruments. (b) Interest rate and credit risk Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in interest rates. The Company does not believe that the results of operations or cash flows would be affected to any significant degree by a sudden change in market interest rates, relative to interest rates on cash and the convertible debenture due to the short-term nature of these obligations. Trade accounts receivable potentially subjects the Company to credit risk. The Company provides an allowance for doubtful accounts equal to the estimated losses expected to be incurred in the collection of accounts receivable. The following table sets forth details of the aged accounts receivable that are not overdue as well as an analysis of overdue amounts and the related allowance for doubtful accounts: November 30, November 30, 2019 2018 $ $ Total accounts receivable 177,202 305,912 Less allowance for doubtful accounts - (66,849) Total accounts receivable, net 177,202 239,063 Not past due 177,202 239,063 Past due for more than 31 days but no more than 120 days - - Past due for more than 120 days - 66,849 Total accounts receivable, gross 177,202 305,912 Financial instruments that potentially subject the Company to concentration of credit risk consist principally of uncollateralized accounts receivable. The Company’s maximum exposure to credit risk is equal to the potential amount of financial assets. For the year ended November 30, 2019, two customers accounted for substantially all the revenue and one customer accounted for all the accounts receivable of the Company. For the year ended November 30, 2018, two customers accounted for substantially all the revenue and all the accounts receivable of the Company. The Company is also exposed to credit risk at period end from the carrying value of its cash. The Company manages this risk by maintaining bank accounts with a Canadian Chartered Bank. The Company’s cash is not subject to any external restrictions. (c) Foreign exchange risk The Company has balances in Canadian dollars that give rise to exposure to foreign exchange risk relating to the impact of translating certain non-U.S. dollar balance sheet accounts as these statements are presented in U.S. dollars. A strengthening U.S. dollar will lead to a foreign exchange loss while a weakening U.S. dollar will lead to a foreign exchange gain. For each Canadian dollar balance of $1.0 million, a +/- 10% movement in the Canadian currency held by the Company versus the U.S. dollar would affect the Company’s loss and other comprehensive loss by $0.1 million. (d) Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty raising liquid funds to meet its commitments as they fall due. In meeting its liquidity requirements, the Company closely monitors its forecasted cash requirements with expected cash drawdown. The following are the contractual maturities of the undiscounted cash flows of financial liabilities as at November 30, 2019: Less than 3 to 6 6 to 9 9 months Greater than 3 months months months to 1 year 1 year Total $ $ $ $ $ $ Accounts payable 3,757,018 - - - - 3,757,018 Accrued liabilities (Note 6) 927,698 - - - - 927,698 Income tax payable 5,678 - - - - 5,678 Employee costs payable (Note 8) 893,864 - - - - 893,864 Convertible debentures (Note 7) 1,325,715 12,603 12,603 500,137 - 1,851,058 Promissory notes payable (Note 7) 159,863 - - - - 159,863 Total contractual obligations 7,069,836 12,603 12,603 500,137 - 7,595,179 |
Note 18 - Segmented Information
Note 18 - Segmented Information | 12 Months Ended |
Nov. 30, 2019 | |
Segment Reporting [Abstract] | |
Segmented Information | The Company's operations comprise a single reportable segment engaged in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. As the operations comprise a single reportable segment, amounts disclosed in the financial statements for revenue, loss for the period, depreciation and total assets also represent segmented amounts. In addition, all of the Company's long-lived assets are in Canada. The Company’s license and commercialization agreement with Par accounts for substantially all of the revenue of the Company. November 30, November 30, November 30, 2019 2018 2017 $ $ $ Revenue United States 3,480,516 1,712,731 5,504,452 3,480,516 1,712,731 5,504,452 Total assets Canada 3,796,713 11,474,227 7,396,781 Total property and equipment Canada 2,273,406 2,755,993 3,267,551 |
Note 3 - Significant Accounti_2
Note 3 - Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2019 | |
Accounting Policies [Abstract] | |
Cash and cash equivalents | The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents. Cash equivalent balances consist of bankers’ acceptances and bank accounts with variable market rates of interest. The financial risks associated with these instruments are minimal and the Company has not experienced any losses from investments in these securities. The carrying amount of cash approximates its fair value due to its short-term nature. As at November 30, 2019 and 2018, the Company had no cash equivalents. |
Accounts receivable | The Company reviews its sales and accounts receivable aging and determines whether an allowance for doubtful accounts is required. |
Financial instruments | The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recorded at its fair value using the appropriate valuation methodology and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive loss. |
Investment tax credits | The investment tax credits (“ITC") receivable are amounts considered recoverable from the Canadian federal and provincial governments under the Scientific Research & Experimental Development (“SR&ED”) incentive program. The amounts claimed under the program represent the amounts based on management estimates of eligible research and development costs incurred during the year. Realization is subject to government approval. Any adjustment to the amounts claimed will be recognized in the year in which the adjustment occurs. Refundable ITCs claimed relating to capital expenditures are credited to property and equipment. Refundable ITCs claimed relating to current expenditures are netted against research and development expenditures. |
Property and equipment | Property and equipment are recorded at cost. Equipment acquired under capital leases are recorded net of imputed interest, based upon the net present value of future payments. Assets under capital leases are pledged as collateral for the related lease obligation. Repairs and maintenance expenditures are charged to operations; major betterments and replacements are capitalized. Depreciation bases and rates are as follows: Assets Basis Rate Computer equipment Declining balance 30% Computer software Declining balance 50% Furniture and fixtures Declining balance 20% Laboratory equipment Declining balance 20% Leasehold improvements Straight line Over term of lease Leasehold improvements and assets acquired under capital leases are depreciated over the term of their useful lives or the lease period, whichever is shorter. The charge to operations resulting from depreciation of assets acquired under capital leases is included with depreciation expense. |
Impairment of long-lived assets | Long-lived assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the sum of estimated undiscounted cash flows associated with the asset or group of assets is less than its carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. |
Warrants | The Company previously issued warrants as described in Notes 10 and 14. In fiscal 2013, the outstanding warrants were presented as a liability because they did not meet the criteria of Accounting Standard Codification (“ASC”) topic 480 Distinguishing Liabilities from Equity for equity classification. Subsequent changes in the fair value of the warrants were recorded in the consolidated statements of operations and comprehensive loss. The Company changed its functional currency effective December 1, 2013 such that these warrants met the criteria for prospective equity classification in ASC topic 480, and the U.S. dollar translated amount of the warrant liability at December 1, 2013 became the amount reclassified to equity. |
Convertible debentures | In fiscal year 2013, the Company issued an unsecured convertible debenture in the principal amount of $1,500,000 (the “2013 Debenture”). At issuance, the conversion option was bifurcated from its host contract and the fair value of the conversion option was characterized as an embedded derivative upon issuance as it met the criteria of ASC topic 815 Derivatives and Hedging. Subsequent changes in the fair value of the embedded derivative were recorded in the consolidated statements of operations and comprehensive loss. The proceeds received from the 2013 Debenture less the initial amount allocated to the embedded derivative were allocated to the liability and were accreted over the life of the 2013 Debenture using the effective rate of interest. The Company changed its functional currency effective December 1, 2013 such that the conversion option no longer met the criteria for bifurcation and was prospectively reclassified to shareholders’ equity under ASC Topic 815 at the U.S. dollar translated amount at December 1, 2013. On September 10, 2018, the Company completed a private placement financing (the “2018 Debenture Financing”) of an unsecured convertible debenture in the principal amount of $500,000 (the “2018 Debenture”). At issuance, the conversion price was lower than the market share price, and the value of the beneficial conversion feature related to the 2018 Debenture was allocated to Additional paid-in capital in the consolidated statements of shareholders’ equity (deficiency). On April 4, 2019, a tentative approval from TSX was received for a proposed refinancing of the 2013 Debenture subject to certain being met. As a result of the proposed refinancing, the principal amount owing under the 2013 Debenture was refinanced by a new debenture (the “2019 Debenture”). On May 1, 2019, the 2019 Debenture was issued with a principal amount of $1,050,000, that will mature on November 1, 2019, bear interest at a rate of 12% per annum and be convertible into 1,779,661 common shares of the Company at a conversion price of $0.59 per common share. At issuance, the conversion option was not characterized as an embedded derivative as it did not meet the criteria of ASC topic 815 Derivatives and Hedging. Also, at issuance, as the conversion price was higher than the market share price, conversion option was not bifurcated from its host contract and the total value of the convertible debenture was recognized as a liability. On August 26, 2019, the Company issued an unsecured convertible debenture in the principal amount of $140,800 (the “August 2019 Debenture”). At issuance, the conversion price was lower than the market share price, and the value of the beneficial conversion feature related to the August 2019 Debenture was allocated to Additional paid-in capital in the consolidated statements of shareholders’ equity (deficiency). In November 2019, the debt was paid in full. On November 15, 2019, the Company issued an unsecured convertible debenture in the principal amount of $250,000 (the “November 2019 Debenture”) that will mature on December 31, 2019, bear interest at a rate of 12% per annum and be convertible into common shares of the Company at a conversion price of $0.12 per share. At issuance, the conversion price was lower than the market share price, and the value of the beneficial conversion feature related to the November 2019 Debenture was allocated to Additional paid-in capital in the consolidated statements of shareholders’ equity (deficiency). |
Revenue recognition | The Company accounts for revenue in accordance with the provisions of ASC 606. Under ASC 606, the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s). The Company earns revenue from non-refundable upfront fees, milestone payments upon achievement of specified research or development, exclusivity milestone payments and licensing payments on sales of resulting products. The relevant revenue recognition accounting policy is applied to each separate unit of accounting. Licensing The Company recognizes revenue from the licensing of the Company's drug delivery technologies, products and product candidates. Under the terms of the licensing arrangements, the Company provides the customer with a right to access the Company’s intellectual property with regards to the license which is granted. Revenue arising from the license of intellectual property rights is recognized over the period the Company transfers control of the intellectual property. The Company has a license and commercialization agreement with Par Pharmaceutical Inc. (“Par”). Under the exclusive territorial license rights granted to Par, the agreement requires that Par manufacture, promote, market, sell and distribute the product. Licensing revenue amounts receivable by the Company under this agreement are calculated and reported to the Company by Par, with such amounts generally based upon net product sales and net profit which include estimates for chargebacks, rebates, product returns, and other adjustments. Licensing revenue payments received by the Company from Par under this agreement are not subject to further deductions for chargebacks, rebates, product returns, and other pricing adjustments. Based on this arrangement and the guidance per ASC 606, the Company records licensing revenue over the period the Company transfers control of the intellectual property in the consolidated statements of operations and comprehensive loss. The Company also had a license and commercial supply agreement with Mallinckrodt LLC (“Mallinckrodt”) which provided Mallinckrodt an exclusive license to market, sell and distribute in the U.S. three drug product candidates for which the Company has ANDAs filed with the FDA, one of which (the Company’s generic Seroquel XR®) received final approval from the FDA in 2017. Under the terms of this agreement, the Company was responsible for the manufacture of approved products for subsequent sale by Mallinckrodt in the U.S. market. Following receipt of final FDA approval for its generic Seroquel XR®, the Company began shipment of manufactured product to Mallinckrodt. The Company recorded revenue once Mallinckrodt obtained control of the product and the performance obligation was satisfied. On April 12, 2019, Mallinckrodt and the Company mutually agreed to terminate their Commercial Supply Agreement (the “Mallinckrodt agreement”), effective no later than August 31, 2019. Under the terms of the mutual agreement, Mallinckrodt has been released from certain obligations under the agreement as of April 12, 2019. Effective August 12, 2019, the Mallinckrodt agreement was terminated. Licensing revenue in respect of manufactured product is reported as revenue in accordance with ASC 606. Once product was sold by Mallinckrodt, the Company receives downstream licensing revenue amounts calculated and reported by Mallinckrodt, with such amounts generally based upon net product sales and net profit which includes estimates for chargebacks, rebates, product returns, and other adjustments. Such downstream licensing revenue payments received by the Company under this agreement are not subject to further deductions for chargebacks, rebates, product returns, and other pricing adjustments. Based on this agreement and the guidance per ASC 606, the Company records licensing revenue as earned on a monthly basis. Milestones For milestone payments that are not contingent on sales-based thresholds, the Company applies a most-likely amount approach on a contract-by-contract basis. Management makes an assessment of the amount of revenue expected to be received based on the probability of the milestone outcome. Variable consideration is included in revenue only to the extent that it is probable that the amount will not be subject to a significant reversal when the uncertainty is resolved (generally when the milestone outcome is satisfied). |
Research and development expense | Research and development costs related to continued research and development programs are expensed as incurred in accordance with ASC topic 730. However, materials and equipment are capitalized and amortized over their useful lives if they have alternative future uses. |
Deferred revenue | Deferred revenue Deferred revenue represents the funds received from clients, for which the revenues have not yet been earned, as the milestones have not been achieved, or in the case of upfront fees for drug development, where the work remains to be completed. During the year ended November 30, 2016, the Company received an up-front payment of $3,000,000 from Mallinckrodt pursuant to the Mallinckrodt license and commercial supply agreement, and initially recorded it as deferred revenue, as it did not meet the criteria for recognition. For the year ended November 30, 2019, the Company recognized $2,362,500 (2018 - $300,000) of revenue over the remaining term of the Mallinckrodt agreement, which expired on August 12, 2019. As of November 30, 2019, the Company has recorded a deferred revenue balance of $Nil (November 30, 2018 - $2,362,500) due to the termination of its license and commercial supply agreement with Mallinckrodt. |
Research and development costs | (j) Research and development costs Research and development costs related to continued research and development programs are expensed as incurred in accordance with ASC topic 730. However, materials and equipment are capitalized and amortized over their useful lives if they have alternative future uses. |
Inventory | Inventories comprise raw materials, work in process, and finished goods, which are valued at the lower of cost or market, on a first-in, first-out basis. Cost for work in process and finished goods inventories includes materials, direct labor, and an allocation of manufacturing overhead. Market for raw materials is replacement cost, and for work in process and finished goods is net realizable value. The Company evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand, the price the Company expects to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand. As of November 30, 2019, the Company had raw materials inventories of $172,830 (November 30, 2018 - $144,659), work in process of $73,927 (November 30, 2018 - $73,927) and finished goods inventory of $102,374 (November 30, 2018 - $33,065) relating to the Company’s generic Seroquel XR® product. The recoverability of the cost of any pre-launch inventories with a limited shelf life is evaluated based on the specific facts and circumstances surrounding the timing of the anticipated product launch. |
Income taxes | The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for losses and tax credit carry forwards. Significant judgment is required in determining whether deferred tax assets will be realized in full or in part. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the date of enactments. A valuation allowance is provided for the portion of deferred tax assets that is more likely than not to remain unrealized. The Company accounts for income taxes in accordance with ASC topic 740-10. This ASC topic requires that uncertain tax positions are evaluated in a two-step process, whereby (i) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) those tax positions that meet the more likely than not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The cumulative effects of the application of the provisions of ASC topic 740-10 are described in Note 15. The Company records any interest related to income taxes in interest expense and penalties in selling, general and administrative expense. |
Share issue costs | Share issue costs are recorded as a reduction of the proceeds from the issuance of capital stock. |
Translation of foreign currencies | Transactions denominated in currencies other than the Company and its wholly owned operating subsidiaries’ functional currencies, monetary assets and liabilities are translated at the period end rates. Revenue and expenses are translated at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these other transactions are recognized in the consolidated statements of operations and comprehensive loss. The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar. |
Stock-based compensation | The Company has a stock-based compensation plan which authorizes the granting of various equity-based incentives including stock options and restricted share units (“RSU”s). The Company calculates stock-based compensation using the fair value method, under which the fair value of the options at the grant date is calculated using the Black-Scholes Option Pricing Model, and subsequently expensed over the vesting period of the option. The provisions of the Company's stock-based compensation plans do not require the Company to settle any options by transferring cash or other assets, and therefore the Company classifies the awards as equity. Stock-based compensation expense recognized during the year is based on the value of stock-based payment awards that are ultimately expected to vest. The Company estimates forfeitures at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense is recorded in the consolidated statements of operations and comprehensive loss under research and development expense and under selling, general and administration expense. Note 11 provides supplemental disclosure of the Company's stock options. |
Deferred Share Units | Deferred Share Units (“DSU”s) are valued based on the trading price of the Company’s common shares on the Toronto Stock Exchange. The Company records the value of the DSU’s owing to non-management board members in the consolidated statements of shareholders’ equity (deficiency). |
Loss per share | Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. The dilutive effect of stock options is determined using the treasury stock method. Stock options and warrants to purchase |
Comprehensive loss | The Company follows ASC topic 220. This statement establishes standards for reporting and display of comprehensive (loss) income and its components. Comprehensive loss is net loss plus certain items that are recorded directly to shareholders' equity (deficiency). Other than foreign exchange gains and losses arising from cumulative translation adjustments, the Company has no other comprehensive loss items. |
Fair value measurement | Under ASC topic 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). ASC topic 820 establishes a hierarchy for inputs to valuation techniques used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three levels to the hierarchy based on the reliability of inputs, as follows: ● Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active. ● Level 3 - Unobservable inputs for the asset or liability. The degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. |
Recently adopted accounting pronouncements | In May 2014, the FASB issued ASU No. 2014-09, ASC 606, which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Under ASC 606, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring control of goods or services to a customer. The principles in ASC 606 provide a more structured approach to measuring and recognizing revenue. As of December 1, 2018, the Company has adopted ASC 606 using the modified retrospective method and has elected to apply the standard retrospectively only to contracts that are not completed contracts at the date of initial application. The adoption of ASC 606 did not have an impact on the date of transition and did not have a material impact on the Company’s consolidated financial statements for the year ended November 30, 2019. In January 2016, the FASB issued ASU No. 2016-01, which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. The Company has adopted ASU No. 2016-01 effective December 1, 2018 and the adoption did not have an impact on the date of transition or any material impact on the Company’s consolidated financial statements for the year ended November 30, 2019. In August 2016, the FASB issued ASU 2017-01 that changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. ASU 2017-01 also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606.1. ASU 2017-01 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company adopted ASU 2017-01 effective December 1, 2018 and the amendments did not have any impact on the Company’s financial position, results of operations, cash flows or disclosures. In May 2017, the FASB issued ASU 2017-09 in relation to Compensation —Stock Compensation (Topic 718), Modification Accounting. The amendments provide guidance on changes to the terms or conditions of a share-based payment award, which require an entity to apply modification accounting in Topic 718. The amendments are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments should be applied prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 effective December 1, 2018 and the amendments did not have any impact on the Company’s financial position, results of operations, cash flows or disclosures. |
Future accounting pronouncements | In February 2016, the FASB issued new guidance, ASU No. 2016-02, Leases (Topic 842). The main difference between current U.S. GAAP and the new guidance is the recognition of lease liabilities based on the present value of remaining lease payments and corresponding lease assets for operating leases under current U.S. GAAP with limited exception. Additional qualitative and quantitative disclosures are also required by the new guidance. Topic 842 is effective for annual reporting periods (including interim reporting periods) beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of evaluating the amendments to determine if they have a material impact on the Company’s financial position, results of operations, cash flows or disclosures. |
Note 3 - Significant Accounti_3
Note 3 - Significant Accounting Policies (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of depreciation rates | Assets Basis Rate Computer equipment Declining balance 30% Computer software Declining balance 50% Furniture and fixtures Declining balance 20% Laboratory equipment Declining balance 20% Leasehold improvements Straight line Over term of lease |
Note 5 - Property and Equipme_2
Note 5 - Property and Equipment (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Computer equipment Computer software Furniture and fixtures Laboratory equipment Leasehold improvements Laboratory equipment under capital lease Computer equipment under capital lease Total $ $ $ $ $ $ $ $ Cost Balance at November 30, 2017 530,750 156,059 172,498 5,286,803 1,441,452 276,300 76,458 7,940,320 Additions 20,336 - - 80,842 - - - 101,178 Balance at November 30, 2018 551,086 156,059 172,498 5,367,645 1,441,452 276,300 76,458 8,041,498 Additions 3,790 - - 20,308 - - - 24,098 Balance at November 30, 2019 554,876 156,059 172,498 5,387,953 1,441,452 276,300 76,458 8,065,596 Accumulated depreciation Balance at November 30, 2017 286,483 131,128 119,990 2,669,232 1,192,946 198,798 74,192 4,672,769 Depreciation 77,179 12,465 10,501 413,576 82,835 15,500 680 612,736 Balance at November 30, 2018 363,662 143,593 130,491 3,082,808 1,275,781 214,298 74,872 5,285,505 Depreciation 57,128 6,233 8,402 339,210 82,836 12,401 476 506,685 Balance at November 30, 2019 420,790 149,826 138,893 3,422,018 1,358,616 226,699 75,348 5,792,190 Net book value at: November 30, 2018 187,424 12,466 42,007 2,284,837 165,671 62,002 1,586 2,755,993 November 30, 2019 134,086 6,233 33,605 1,965,935 82,836 49,601 1,110 2,273,406 |
Note 6 - Accrued Liabilities (T
Note 6 - Accrued Liabilities (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | November 30, November 30, 2019 2018 $ $ Professional fees 220,754 229,170 Board of Directors fees 115,885 49,901 Litigation settlement fee 400,000 - Interest 60,019 17,413 Other 131,040 56,663 927,698 353,147 |
Note 7 - Convertible debentur_2
Note 7 - Convertible debentures and promissory notes payable (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | November 30, November 30, 2019 2018 Convertible debenture payable to two directors and officers of the Company, unsecured, 12% annual interest rate, Payable monthly (“2013 Debenture”) $ - $ 1,350,000 Convertible debenture payable to two directors and officers of the Company, unsecured, 10% annual interest rate, Payable monthly (“2018 Debenture”) $ 473,442 $ 440,358 Convertible debenture payable to two directors and officers of the Company, unsecured, 12% annual interest rate, Payable monthly (“2019 Debenture”) $ 1,050,000 $ - Convertible debenture payable to two directors and officers of the Company, unsecured, 12% annual interest rate, Payable monthly (“November 2019 Debenture”) $ 221,371 $ - $ 1,744,813 $ 1,790,358 November 30, November 30, 2019 2018 $ $ Promissory note payable to two directors and officers of the Company, unsecured no annual interest rate on the outstanding loan balance 159,863 - 159,863 - |
Note 9 - Lease Obligations (Tab
Note 9 - Lease Obligations (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Leases, Capital [Abstract] | |
Schedule of future minimum lease payments | Operating Year ending November 30, Lease $ 2020 191,654 191,654 |
Note 11 - Options (Tables)
Note 11 - Options (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of share-based payment award, stock options, valuation assumptions | November 30, November 30, November 30, 2019 2018 2017 Volatility 93.90% - 111.93% - 71.70% Risk-free interest rate 1.62% - 1.90% - 1.56% Expected life (in years) 5.78 - 10.00 - 5.49 Dividend yield - - - The weighted average grant date fair value of options granted $0.22 - $0.28 - $7.50 |
Schedule of share-based compensation, stock options, activity | November 30, 2019 November 30, 2018 November 30, 2017 Weighted Weighted Weighted average Weighted average Weighted average Weighted exercise average exercise average exercise average Number of price per grant date Number of price per grant date Number of price per grant date options share fair value options share fair value options share fair value $ $ $ $ $ $ Outstanding, beginning of year 555,651 37.70 19.33 582,811 36.93 19.37 539,246 34.80 18.80 Granted 1,887,000 0.35 0.26 - - - 49,600 11.70 7.50 Exercised - - - - - - (200) 23.20 12.00 Forfeiture (28,432) 1.41 0.80 (25,533) 20.36 14.19 - - - Expired (60,390) 31.54 14.27 (1,627) 291.07 228.92 (5,835) 126.40 96.00 Balance, end of year 2,353,829 8.35 4.30 555,651 37.70 19.33 582,811 36.93 19.37 - Options exercisable, end of year 1,122,189 17.12 8.75 544,619 38.23 19.59 522,106 38.01 20.06 |
Schedule of share-based compensation, shares authorized under stock option plans, by exercise price range | Options outstanding Options exercisable Weighted Weighted Weighted Weighted Weighted average average average average average exercise remaining grant exercise grant Exercise Number price per contract date Number price per date price outstanding share life (years) fair value exercisable share fair value $ $ $ $ $ Under 25 1,951,635 1.21 0.08 0.71 719,995 3.50 1.50 26.00 - 50.00 402,194 34.77 1.13 18.65 402,194 34.77 18.64 2,353,829 8.35 - - 1,122,189 17.12 - |
Schedule of employee service share-based compensation, allocation of recognized period costs | November 30, November 30, November 30, 2019 2018 2017 $ $ Research and development 212,357 883,064 1,654,051 Selling, general and administrative 52,211 44,622 95,948 264,568 927,686 1,749,999 |
Note 12 - Deferred Share Units
Note 12 - Deferred Share Units (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Deferred Share Units [Abstract] | |
Schedule of share-based compensation, restricted stock units award activity | November 30, 2019 November 30, 2018 November 30, 2017 $ shares $ shares $ shares Additional paid in capital - - 7,565 866 30,355 1,738 Accrued liability - - - - 7,562 866 |
Note 14 - Warrants (Tables)
Note 14 - Warrants (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of stockholders' equity note, warrants or rights | Number Shares issuable Warrant Exercise price outstanding Expiry upon exercise June 2016 Warrants $ 19.30 277,478 June 02, 2021 138,739 October 2017 Warrants $ 12.50 181,818 October 13, 2020 181,818 October 2017 Placement Agent Warrants $ 13.75 18,181 October 13, 2020 18,181 March 2018 Warrants $ 6.00 291,666 March 16, 2021 291,666 March 2018 Warrants $ 6.00 150,000 March 21, 2021 150,000 March 2018 Placement Agent Warrants $ 7.50 29,166 March 16, 2021 29,166 March 2018 Placement Agent Warrants $ 7.50 15,000 March 21, 2021 15,000 2018 Firm Warrants $ 0.75 20,000,000 October 16, 2023 20,000,000 2018 Pre-Funded Warrants $ 0.01 1,616,667 October 16, 2023 1,616,667 October 2018 Placement Agent Warrants $ 0.9375 1,160,314 October 16, 2023 1,160,314 23,740,290 23,601,551 |
Schedule of warrant transactions | Outstanding, December 1, 2018 Issued Expired Exercised Outstanding, November 30, 2019 June 2016 Warrants 277,478 - - - 277,478 October 2017 Warrants 181,818 - - - 181,818 October 2017 Placement Agent Warrants 18,181 - - - 18,181 March 2018 Warrants 441,666 - - - 441,666 March 2018 Placement Agent Warrants 44,166 - - - 44,166 2018 Firm Warrants 20,000,000 - - - 20,000,000 2018 Pre-Funded Warrants 4,410,001 - - (2,793,334) 1,616,667 October 2018 Placement Agent Warrants 1,160,314 - - - 1,160,314 26,533,624 - - (2,793,334) 23,740,290 Outstanding, December 1, 2017 Issued Expired Exercised Rounding on consolidation Outstanding, November 30, 2018 March 2013 Warrants 149,174 - (149,174) - - - July 2013 Warrants 87,000 - (87,000) - - - June 2016 Warrants 277,872 - - - (394) 277,478 October 2017 Warrants 181,818 - - - - 181,818 October 2017 Placement Agent Warrants 18,181 - - - - 18,181 March 2018 Warrants - 441,666 - - - 441,666 March 2018 Placement Agent Warrants - 44,166 - - - 44,166 2018 Firm Warrants - 20,000,000 - - - 20,000,000 2018 Pre-Funded Warrants - 16,563,335 - (12,153,334) - 4,410,001 October 2018 Placement Agent Warrants - 1,160,314 - - - 1,160,314 714,045 38,209,481 (236,174) (12,153,334) (394) 26,533,624 |
Note 15 - Income Taxes (Tables)
Note 15 - Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | November 30, November 30, November 30, 2019 2018 2017 % % % Statutory income tax rate 26.5 26.5 26.5 $ $ $ Statutory income tax recovery (2,143,853) (3,643,080) (2,347,222) Increase (decrease) in income taxes Non-deductible expenses/ non-taxable income 79,210 263,650 488,769 Change in valuation allowance 2,425,721 4,861,770 2,128,819 Investment tax credit (364,955) (466,052) - Financing costs booked to equity - (1,049,430) (269,715) Difference in foreign tax rates (1,487) 290 (651) True up of tax returns - 11,029 - Tax loss expired and other - 21,823 - Income tax recovery (5,364) - - The Company's income tax recovery is allocated as follows: Current tax expense 5,678 - - Deferred tax recovery (11,042) - - |
Schedule of deferred tax assets and liabilities | 2019 2018 $ $ Deferred tax assets Non-capital loss carry-forwards 13,031,063 11,847,710 Book and tax basis differences on assets and liabilities 1,151,545 1,041,360 Other 1,514,224 2,884,013 Investment tax credit 3,759,118 3,354,760 Undeducted research and development expenditures 5,366,539 4,870,130 Capital loss carryforwards 322,983 326,060 Share issuance cost 813,208 1,152,750 25,958,680 25,476,783 Deferred tax liabilities Unrealized foreign exchange gain (279,062) (282,138) Convertible debentures (14,627) (15,805) (293,689) (297,943) Valuation allowances for deferred tax assets (25,664,991) (25,178,840) Net deferred tax assets - - Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset. Movement in net deferred tax assets (liabilities): 2019 2018 $ $ Balance at the beginning of the year - - Recognized in profit/loss (11,042) - Recognized in shareholders' equity 11,042 - Balance at the end of the year - - |
Schedule of operating losses | Canadian income tax losses expiring in the year ended November 30, Federal $ 2028 182,222 2029 555,539 2030 3,373,079 2031 5,532,739 2032 5,750,053 2033 4,562,538 2034 149,927 2035 2,634,823 2036 3,404,504 2037 4,328,444 2038 10,931,052 2039 7,768,905 49,173,825 |
Note 17 - Financial Instrumen_2
Note 17 - Financial Instruments (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Fair value measurements, nonrecurring | November 30, 2019 November 30, 2018 Carrying Fair Carrying Fair amount value amount value $ $ $ $ Financial Liabilities Convertible debentures (i) 1,744,813 1,778,988 1,790,358 1,795,796 Promissory notes payable (i) 159,863 159,863 - - |
Past due financing receivables | November 30, November 30, 2019 2018 $ $ Total accounts receivable 177,202 305,912 Less allowance for doubtful accounts - (66,849) Total accounts receivable, net 177,202 239,063 Not past due 177,202 239,063 Past due for more than 31 days but no more than 120 days - - Past due for more than 120 days - 66,849 Total accounts receivable, gross 177,202 305,912 |
Contractual obligation, fiscal year maturity schedule | Less than 3 to 6 6 to 9 9 months Greater than 3 months months months to 1 year 1 year Total $ $ $ $ $ $ Accounts payable 3,757,018 - - - - 3,757,018 Accrued liabilities (Note 6) 927,698 - - - - 927,698 Income tax payable 5,678 - - - - 5,678 Employee costs payable (Note 8) 893,864 - - - - 893,864 Convertible debentures (Note 7) 1,325,715 12,603 12,603 500,137 - 1,851,058 Promissory notes payable (Note 7) 159,863 - - - - 159,863 Total contractual obligations 7,069,836 12,603 12,603 500,137 - 7,595,179 |
Note 18 - Segmented Informati_2
Note 18 - Segmented Information (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of revenue from external customers and long-lived assets, by geographical areas | November 30, November 30, November 30, 2019 2018 2017 $ $ $ Revenue United States 3,480,516 1,712,731 5,504,452 3,480,516 1,712,731 5,504,452 Total assets Canada 3,796,713 11,474,227 7,396,781 Total property and equipment Canada 2,273,406 2,755,993 3,267,551 |
Note 1 - Nature of Operations (
Note 1 - Nature of Operations (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net Loss Attributable to Parent | $ (8,084,646) | $ (13,747,480) | $ (8,857,440) |
Accumulated Deficit | $ (93,705,585) | $ (85,620,939) |
Note 3 - Significant Accounti_4
Note 3 - Significant Accounting Policies (Details) | 12 Months Ended |
Nov. 30, 2019 | |
Declining Balance | Computer Equipment | |
Declining Balance Depreciation Rate | 30.00% |
Declining Balance | Computer Software, Intangible Asset | |
Declining Balance Depreciation Rate | 50.00% |
Declining Balance | Furniture and Fixtures | |
Declining Balance Depreciation Rate | 20.00% |
Declining Balance | Laboratory Equipment | |
Declining Balance Depreciation Rate | 20.00% |
Straight Line | Leasehold Improvements | |
Leasehold improvements | Over term of lease |
Note 3 - Significant Accounti_5
Note 3 - Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Accounting Policies [Abstract] | |||
Deferred revenue | $ 0 | $ 2,362,500 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 25,955,380 | 22,540,535 | 980,791 |
Note 4 - Accounts Receivable (D
Note 4 - Accounts Receivable (Details Narrative) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
Receivables [Abstract] | ||
Account receivable | $ 177,202 | $ 305,912 |
Allowance for doubtful accounts | $ 0 | $ 66,849 |
Note 5 - Property and Equipme_3
Note 5 - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Cost, beginning balance | $ 8,041,498 | $ 7,940,320 |
Additions | 24,098 | 101,178 |
Cost, ending balance | 8,065,596 | 8,041,498 |
Accumulated amortization, beginning balance | 5,285,505 | 4,672,769 |
Depreciation | 506,685 | 612,736 |
Accumulated amortization, ending balance | 5,792,190 | 5,285,505 |
Net book value | 2,273,406 | 2,755,993 |
Computer Equipment | ||
Cost, beginning balance | 551,086 | 530,750 |
Additions | 3,790 | 20,336 |
Cost, ending balance | 554,876 | 551,086 |
Accumulated amortization, beginning balance | 363,662 | 286,483 |
Depreciation | 57,128 | 77,179 |
Accumulated amortization, ending balance | 420,790 | 363,662 |
Net book value | 134,086 | 187,424 |
Computer Software | ||
Cost, beginning balance | 156,059 | 156,059 |
Additions | 0 | 0 |
Cost, ending balance | 156,059 | 156,059 |
Accumulated amortization, beginning balance | 143,593 | 131,128 |
Depreciation | 6,233 | 12,465 |
Accumulated amortization, ending balance | 149,826 | 143,593 |
Net book value | 6,233 | 12,466 |
Furniture and Fixtures | ||
Cost, beginning balance | 172,498 | 172,498 |
Additions | 0 | 0 |
Cost, ending balance | 172,498 | 172,498 |
Accumulated amortization, beginning balance | 130,491 | 119,990 |
Depreciation | 8,402 | 10,501 |
Accumulated amortization, ending balance | 138,893 | 130,491 |
Net book value | 33,605 | 42,007 |
Laboratory Equipment | ||
Cost, beginning balance | 5,367,645 | 5,286,803 |
Additions | 20,308 | 80,842 |
Cost, ending balance | 5,387,953 | 5,367,645 |
Accumulated amortization, beginning balance | 3,082,808 | 2,669,232 |
Depreciation | 339,210 | 413,576 |
Accumulated amortization, ending balance | 3,422,018 | 3,082,808 |
Net book value | 1,965,935 | 2,284,837 |
Leasehold Improvements | ||
Cost, beginning balance | 1,441,452 | 1,441,452 |
Additions | 0 | 0 |
Cost, ending balance | 1,441,452 | 1,441,452 |
Accumulated amortization, beginning balance | 1,275,781 | 1,192,946 |
Depreciation | 82,836 | 82,835 |
Accumulated amortization, ending balance | 1,358,616 | 1,275,781 |
Net book value | 82,836 | 165,671 |
Laboratory Equipment Under Capital Lease | ||
Cost, beginning balance | 276,300 | 276,300 |
Additions | 0 | 0 |
Cost, ending balance | 276,300 | 276,300 |
Accumulated amortization, beginning balance | 214,298 | 198,798 |
Depreciation | 12,401 | 15,500 |
Accumulated amortization, ending balance | 226,699 | 214,298 |
Net book value | 49,601 | 62,002 |
Computer Equipment Under Capital Lease | ||
Cost, beginning balance | 76,458 | 76,458 |
Additions | 0 | 0 |
Cost, ending balance | 76,458 | 76,458 |
Accumulated amortization, beginning balance | 74,872 | 74,192 |
Depreciation | 476 | 680 |
Accumulated amortization, ending balance | 75,348 | 74,872 |
Net book value | $ 1,110 | $ 1,586 |
Note 5 - Property and Equipme_4
Note 5 - Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 506,685 | $ 612,736 | $ 520,838 |
Depreciation expense within cost of goods sold | $ 882 | $ 2,352 | $ 13,877 |
Note 6 - Accrued Liabilities (D
Note 6 - Accrued Liabilities (Details) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 220,754 | $ 229,170 |
Board of Directors fees | 115,885 | 49,901 |
Litigation settlement fee | 400,000 | 0 |
Interest | 60,019 | 17,413 |
Other | 131,040 | 56,663 |
Accrued liabilities | $ 927,698 | $ 353,147 |
Note 7 - Convertible debentur_3
Note 7 - Convertible debentures and promissory notes payable (Details) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
Related Party Transactions [Abstract] | ||
Convertible debenture payable to two directors and officers of the Company, unsecured, 12% annual interest rate, payable monthly ("2013 Debenture") | $ 0 | $ 1,350,000 |
Convertible debenture payable to two directors and officers of the Company, unsecured, 10% annual interest rate, Payable monthly ("2018 Debenture") | 473,442 | 440,358 |
Convertible debenture payable to two directors and officers of the Company, unsecured, 12% annual interest rate,Payable monthly ("2019 Debenture") | 1,050,000 | 0 |
Convertible debenture payable to two directors and officers of the Company, unsecured, 12% annual interest rate, Payable monthly ("November 2019 Debenture") | 221,371 | 0 |
Due to Related Parties | 1,744,813 | 1,790,358 |
Promissory note payable to two directors and officers of the Company, unsecured no annual interest rate on the outstanding loan balance | $ 159,863 | $ 0 |
Note 7 - Convertible debentur_4
Note 7 - Convertible debentures and promissory notes payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Related Party Transactions [Abstract] | |||
Accretion Expense | $ 54,469 | $ 66,560 | $ 219,497 |
Coupon interest on the Debentures | $ 182,393 | $ 172,977 | $ 162,530 |
Note 8 - Employee Costs Payab_2
Note 8 - Employee Costs Payable (Details Narrative) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
Compensation Related Costs [Abstract] | ||
Employee-related Liabilities, Current | $ 893,864 | $ 222,478 |
Note 9 - Lease Obligations (Det
Note 9 - Lease Obligations (Details) | Nov. 30, 2019USD ($) |
Leases, Capital [Abstract] | |
2020 | $ 191,654 |
Balance, long-term portion | $ 191,654 |
Note 10 - Capital Stock (Detail
Note 10 - Capital Stock (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2019 | |
Common Stock, Shares, Issued (in Shares) | 18,252,243 | 3,470,451 | 22,085,856 |
Common Stock, Shares, Outstanding (in Shares) | 18,252,243 | 3,470,451 | 22,085,856 |
Proceeds From Issuance Or Sale Of Equity Net Of Issuance Costs | $ 0 | $ 2,468,474 | |
Odidi Holdco | |||
Common Stock, Shares, Issued (in Shares) | 5,781,312 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 3.00% | 17.00% |
Note 11 - Options (Details)
Note 11 - Options (Details) | 12 Months Ended | |||
Nov. 30, 2019$ / shares | Nov. 30, 2019$ / shares | Nov. 30, 2018$ / shares | Nov. 30, 2017$ / shares | |
Volatility, minimum | 93.90% | 93.90% | ||
Volatility, maximum | 111.93% | 111.93% | ||
Volatility | 0.00% | 71.70% | ||
Risk-free interest rate, minimum | 1.62% | 1.62% | ||
Risk-free interest rate, maximum | 1.90% | 1.90% | ||
Risk-free interest rate | 0.00% | 1.56% | ||
Expected life (in years) | 5 years 5 months 26 days | |||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
The weighted average grant date fair value per options granted (in Dollars per share) | $ 0.26 | $ 0 | $ 7.50 | |
Maximum [Member] | ||||
Expected life (in years) | 5 years 9 months 11 days | 5 years 9 months 11 days | ||
The weighted average grant date fair value per options granted (in Dollars per share) | $ 0.22 | |||
MInimum [Member] | ||||
Expected life (in years) | 10 years | 10 years | ||
The weighted average grant date fair value per options granted (in Dollars per share) | $ 0.28 |
Note 11 - Options (Details 1)
Note 11 - Options (Details 1) - $ / shares | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Outstanding, beginning of period (in Shares) | 555,651 | 582,811 | 539,246 |
Granted (in Shares) | 1,887,000 | 0 | 49,600 |
Exercised (in Shares) | 0 | 0 | (200) |
Forfeiture (in Shares) | (28,432) | (25,533) | 0 |
Expired (in Shares) | (60,390) | 1,627 | 5,835 |
Balance at end of period (in Shares) | 2,353,829 | 555,651 | 582,811 |
Options exercisable (in Shares) | 1,122,189 | 544,619 | 522,106 |
Outstanding, beginning of period | $ 37.70 | $ 36.93 | $ 34.80 |
Granted | 0.35 | 0 | 11.70 |
Exercised | 0 | 0 | 23.20 |
Forfeiture | 1.41 | 20.36 | .00 |
Expired | 31.54 | 291.07 | 126.40 |
Balance at end of period | 8.35 | 37.70 | 36.93 |
Weighted average exercise price, exercisable | 17.12 | 38.23 | 38.01 |
Outstanding, beginning of period | 19.33 | 19.37 | 18.80 |
Granted | 0.26 | 0 | 7.50 |
Exercised | 0 | 0 | 12 |
Forfeiture | 0.80 | 14.19 | 0 |
Expired | 14.27 | 228.92 | 96 |
Balance at end of period | 4.30 | 19.33 | 19.37 |
Weighted average grant date fair value, exercisable | $ 8.75 | $ 19.59 | $ 20.06 |
Note 11 - Options (Details 2)
Note 11 - Options (Details 2) | 12 Months Ended | |||
Nov. 30, 2019$ / sharesshares | Nov. 30, 2019$ / sharesshares | Nov. 30, 2018$ / sharesshares | Nov. 30, 2017$ / sharesshares | |
Number outstanding (in Shares) | shares | 2,353,829 | 2,353,829 | ||
Weighted average exercise price per share | $ 8.35 | |||
Number exercisable (in Shares) | shares | 1,122,189 | 1,122,189 | 544,619 | 522,106 |
Weighted average exercise price per share | $ 17.12 | $ 38.23 | $ 38.01 | |
Range 1 | ||||
Exercise price range, lower limit | $ 25 | |||
Number outstanding (in Shares) | shares | 1,951,635 | 1,951,635 | ||
Weighted average exercise price per share | $ 1.21 | |||
Weighted average remaining contract life (years) | 29 days | |||
Weighted average grant date fair value | $ 0.71 | |||
Number exercisable (in Shares) | shares | 719,995 | 719,995 | ||
Weighted average exercise price per share | $ 3.50 | |||
Weighted average grant date fair value | 1.50 | |||
Range 2 | ||||
Exercise price range, lower limit | 26 | |||
Exercise price range, upper limit | $ 50 | |||
Number outstanding (in Shares) | shares | 402,194 | 402,194 | ||
Weighted average exercise price per share | $ 34.77 | |||
Weighted average remaining contract life (years) | 1 year 1 month 17 days | |||
Weighted average grant date fair value | $ 18.65 | |||
Number exercisable (in Shares) | shares | 402,194 | 402,194 | ||
Weighted average exercise price per share | $ 34.77 | |||
Weighted average grant date fair value | $ 18.64 |
Note 11 - Options (Details 3)
Note 11 - Options (Details 3) - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Stock based compensation expense components | $ 264,568 | $ 927,686 | $ 1,749,999 |
Research and Development Expense | |||
Stock based compensation expense components | 212,357 | 883,064 | 1,654,051 |
Selling, General and Administrative Expenses | |||
Stock based compensation expense components | $ 52,211 | $ 44,622 | $ 95,948 |
Note 11 - Options (Details Narr
Note 11 - Options (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,887,000 | 0 | 49,600 |
Allocated Share-based Compensation Expense (in Dollars) | $ 264,568 | $ 927,686 | $ 1,749,999 |
Proceeds from Stock Options Exercised (in Dollars) | $ 0 | $ 0 | $ 1,742 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 | 200 |
Stock Option Sharebased Compensation Forfeiture Rate | 4.00% | 4.00% | 4.00% |
Note 12 - Deferred Share Unit_2
Note 12 - Deferred Share Units (Details) - Deferred Share Units - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Additional paid in capital | $ 0 | $ 7,565 | $ 30,355 |
Additional paid in capital | 0 | 866 | 1,738 |
Accrued liability | $ 0 | $ 0 | $ 7,562 |
Accrued liability | 0 | 0 | 866 |
Note 12 - Deferred Share Unit_3
Note 12 - Deferred Share Units (Details Narrative) - shares | Nov. 30, 2019 | Nov. 30, 2018 |
Deferred Share Units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 0 | 10,279 |
Note 14 - Warrants (Details)
Note 14 - Warrants (Details) - $ / shares | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Number Outstanding | 23,740,290 | 26,533,624 | 714,045 |
Shares Issuable Upon Exercise | 23,601,551 | ||
June 2016 Warrants | |||
Exercise price (in Dollars per share) | $ 19.30 | ||
Number Outstanding | 277,478 | 277,478 | 277,872 |
Expiry | Jun. 2, 2021 | ||
Shares Issuable Upon Exercise | 138,739 | ||
October 2017 Warrants | |||
Exercise price (in Dollars per share) | $ 12.50 | ||
Number Outstanding | 181,818 | 181,818 | 181,818 |
Expiry | Oct. 13, 2020 | ||
Shares Issuable Upon Exercise | 181,818 | ||
October 2017 Placement Agent Warrants | |||
Exercise price (in Dollars per share) | $ 13.75 | ||
Number Outstanding | 18,181 | ||
Expiry | Oct. 13, 2020 | ||
Shares Issuable Upon Exercise | 18,181 | ||
March 2018 Warrants | |||
Exercise price (in Dollars per share) | $ 6 | ||
Number Outstanding | 291,666 | ||
Expiry | Mar. 16, 2021 | ||
Shares Issuable Upon Exercise | 291,666 | ||
March 2018 Warrants | |||
Exercise price (in Dollars per share) | $ 6 | ||
Number Outstanding | 150,000 | ||
Expiry | Mar. 21, 2021 | ||
Shares Issuable Upon Exercise | 150,000 | ||
March 2018 Placement Agent Warrants | |||
Exercise price (in Dollars per share) | $ 7.50 | ||
Number Outstanding | 29,166 | ||
Expiry | Mar. 16, 2021 | ||
Shares Issuable Upon Exercise | 29,166 | ||
March 2018 Placement Agent Warrants | |||
Exercise price (in Dollars per share) | $ 7.50 | ||
Number Outstanding | 15,000 | ||
Expiry | Mar. 21, 2021 | ||
Shares Issuable Upon Exercise | 15,000 | ||
2018 Firm Warrants | |||
Exercise price (in Dollars per share) | $ 0.75 | ||
Number Outstanding | 20,000,000 | ||
Expiry | Oct. 16, 2023 | ||
Shares Issuable Upon Exercise | 20,000,000 | ||
2018 Pre-Funded Warrants | |||
Exercise price (in Dollars per share) | $ 0.01 | ||
Number Outstanding | 1,616,667 | 4,410,001 | 0 |
Expiry | Oct. 16, 2023 | ||
Shares Issuable Upon Exercise | 1,616,667 | ||
October 2018 Placement Agent Warrants | |||
Exercise price (in Dollars per share) | $ 0.9375 | ||
Number Outstanding | 1,160,314 | 1,160,314 | 0 |
Expiry | Oct. 16, 2023 | ||
Shares Issuable Upon Exercise | 1,160,314 |
Note 14 - Warrants (Details 1)
Note 14 - Warrants (Details 1) - shares | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Outstanding, Beginning | 26,533,624 | 714,045 |
Issued | 0 | 38,209,481 |
Expired | 0 | (236,174) |
Exercised | (2,793,334) | (12,153,334) |
Rounding on consolidation | 0 | (394) |
Outstanding, Ending | 23,740,290 | 26,533,624 |
March 2013 Warrants | ||
Outstanding, Beginning | 0 | 149,174 |
Issued | 0 | |
Expired | (149,174) | |
Exercised | 0 | |
Rounding on consolidation | 0 | |
Outstanding, Ending | 0 | |
July 2013 Warrants | ||
Outstanding, Beginning | 0 | 87,000 |
Issued | 0 | |
Expired | (87,000) | |
Exercised | 0 | |
Rounding on consolidation | 0 | |
Outstanding, Ending | 0 | |
June 2016 Warrants | ||
Outstanding, Beginning | 277,478 | 277,872 |
Issued | 0 | 0 |
Expired | 0 | 0 |
Exercised | 0 | 0 |
Rounding on consolidation | 0 | (394) |
Outstanding, Ending | 277,478 | 277,478 |
October 2017 Warrants | ||
Outstanding, Beginning | 181,818 | 181,818 |
Issued | 0 | 0 |
Expired | 0 | 0 |
Exercised | 0 | 0 |
Rounding on consolidation | 0 | 0 |
Outstanding, Ending | 181,818 | 181,818 |
October 2017 Placement Agent Warrants | ||
Outstanding, Beginning | 18,181 | 18,181 |
Issued | 0 | 0 |
Expired | 0 | 0 |
Exercised | 0 | 0 |
Rounding on consolidation | 0 | 0 |
Outstanding, Ending | 18,181 | 18,181 |
March 2018 Warrants | ||
Outstanding, Beginning | 441,666 | 0 |
Issued | 0 | 441,666 |
Expired | 0 | 0 |
Exercised | 0 | 0 |
Rounding on consolidation | 0 | 0 |
Outstanding, Ending | 441,666 | 441,666 |
March 2018 Placement Agent Warrants | ||
Outstanding, Beginning | 44,166 | 0 |
Issued | 0 | 44,166 |
Expired | 0 | 0 |
Exercised | 0 | 0 |
Rounding on consolidation | 0 | 0 |
Outstanding, Ending | 44,166 | 44,166 |
2018 Firm Warrants | ||
Outstanding, Beginning | 20,000,000 | 0 |
Issued | 0 | 20,000,000 |
Expired | 0 | 0 |
Exercised | 0 | 0 |
Rounding on consolidation | 0 | 0 |
Outstanding, Ending | 20,000,000 | 20,000,000 |
2018 Pre-Funded Warrants | ||
Outstanding, Beginning | 4,410,001 | 0 |
Issued | 0 | 16,563,335 |
Expired | 0 | 0 |
Exercised | (2,793,334) | (12,153,334) |
Rounding on consolidation | 0 | 0 |
Outstanding, Ending | 1,616,667 | 4,410,001 |
October 2018 Placement Agent Warrants | ||
Outstanding, Beginning | 1,160,314 | 0 |
Issued | 0 | 1,160,314 |
Expired | 0 | 0 |
Exercised | 0 | 0 |
Rounding on consolidation | 0 | 0 |
Outstanding, Ending | 1,160,314 | 1,160,314 |
Note 14 - Warrants (Details Nar
Note 14 - Warrants (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Issuance of Shares on Exercise of Warrants (in Dollars) | $ 0 | $ 324,258 |
Additional Paid-in Capital | ||
Issuance of Shares on Exercise of Warrants (in Dollars) | $ 0 | $ (106,315) |
Cash Exercise Of Warrants | ||
Warrants Exercised | 0 | 33,601 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 0 | 16,801 |
Note 15 - Income Taxes (Details
Note 15 - Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||
Statutory income tax rate | 26.50% | 26.50% | 26.50% |
Statutory income tax recovery | $ (2,143,853) | $ (3,643,080) | $ (2,347,222) |
Increase (decrease) in income taxes | |||
Non-deductible expenses/ non-taxable income | 79,210 | 263,650 | 488,769 |
Change in valuation allowance | 2,425,721 | 4,861,770 | 2,128,819 |
Investment tax credit | (364,955) | (466,052) | 0 |
Financing costs booked to equity | 0 | (1,049,430) | (269,715) |
Difference in foreign tax rates | (1,487) | 290 | (651) |
True up of tax returns | 0 | 11,029 | 0 |
Tax loss expired, etc | 0 | 21,823 | 0 |
Income Tax Expense/Benefit | (5,364) | 0 | 0 |
Current tax expense | 5,678 | 0 | 0 |
Deferred tax recovery | $ (11,042) | $ 0 | $ 0 |
Note 15 - Income Taxes (Detai_2
Note 15 - Income Taxes (Details 1) - USD ($) | 12 Months Ended | |||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Deferred tax assets | ||||
Non-capital loss carry-forwards | $ 13,031,063 | $ 11,847,710 | ||
Book and tax basis differences on assets and liabilities | 1,151,545 | 1,041,360 | ||
Other | 1,514,224 | 2,884,013 | ||
Investment tax credit | 3,759,118 | 3,354,760 | ||
Share issuance cost | 813,208 | 1,152,750 | ||
Undeducted research and development expenditures | 5,366,539 | 4,870,130 | ||
Capital loss carryforwards | 322,983 | 326,060 | ||
Gross deferred tax assets | 25,958,680 | 25,476,783 | ||
Deferred tax liabilities | ||||
Unrealized foreign exchange gain | (279,062) | (282,138) | ||
Convertible debentures | (14,627) | (15,805) | ||
Gross deferred tax liabilities | (293,689) | (297,943) | ||
Valuation allowances for deferred tax assets | (25,664,991) | (25,178,840) | ||
Net deferred tax assets | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning of the year | 0 | 0 | ||
Recognized in profit/loss | (11,042) | 0 | ||
Recognized in shareholders' equity | 11,042 | 0 | ||
Balance at the end of the year | $ 0 | $ 0 |
Note 15 - Income Taxes (Detai_3
Note 15 - Income Taxes (Details 2) - Canada | Nov. 30, 2019USD ($) |
Income tax losses expiring in the year | $ 49,173,825 |
Tax Loss Expiration 2028 | |
Income tax losses expiring in the year | 182,222 |
Tax Loss Expiration 2029 | |
Income tax losses expiring in the year | 555,539 |
Tax Loss Expiration 2030 | |
Income tax losses expiring in the year | 3,373,079 |
Tax Loss Expiration 2031 | |
Income tax losses expiring in the year | 5,532,739 |
Tax Loss Expiration 2032 | |
Income tax losses expiring in the year | 5,750,053 |
Tax Loss Expiration 2033 | |
Income tax losses expiring in the year | 4,562,538 |
Tax Loss Expiration 2034 | |
Income tax losses expiring in the year | 149,927 |
Tax Loss Expiration 2035 | |
Income tax losses expiring in the year | 2,634,823 |
Tax Loss Expiration 2036 | |
Income tax losses expiring in the year | 3,404,504 |
Tax Loss Expiration 2037 | |
Income tax losses expiring in the year | 4,328,444 |
Tax Loss Expiration 2038 | |
Income tax losses expiring in the year | 10,931,052 |
Tax Loss Expiration 2039 | |
Income tax losses expiring in the year | $ 7,768,905 |
Note 15 - Income Taxes (Detai_4
Note 15 - Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Canadian Federal Scientific Research & Experimental Development expenditures | $ 20,251,089 | $ 18,377,849 |
Unclaimed investment tax credits | 3,773,333 | $ 3,483,828 |
Canada | ||
Non-capital loss carryforward | $ 49,173,825 |
Note 17 - Financial Instrumen_3
Note 17 - Financial Instruments (Details) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
Financial Liabilities | ||
Convertible debentures, carrying amount | $ 1,744,813 | $ 1,790,358 |
Convertible debentures, fair value | 1,778,988 | 1,795,796 |
Promissory notes payable, carrying amount | 159,863 | 0 |
Promissory notes payable, fair value | $ 159,863 | $ 0 |
Note 17 - Financial Instrumen_4
Note 17 - Financial Instruments (Details 1) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
Total accounts receivable | $ 177,202 | $ 305,912 |
Less allowance for doubtful accounts | 0 | (66,849) |
Total accounts receivable, net | 177,202 | 239,063 |
Not past due | 177,202 | 239,063 |
Past due | 305,912 | |
Financing Receivables 31 To 120 Days Past Due | ||
Past due | 0 | 0 |
Financing Receivables More Than 120 Days Past Due | ||
Past due | $ 0 | $ 66,849 |
Note 17 - Financial Instrumen_5
Note 17 - Financial Instruments (Details 2) | 12 Months Ended |
Nov. 30, 2019USD ($) | |
Undiscounted future cash flows | $ 7,595,179 |
Accounts Payable | |
Third parties | 3,757,018 |
Accrued Liabilities | |
Third parties | 927,698 |
Income Tax Payable | |
Third parties | 5,678 |
Employee Costs Payable | |
Related parties | 893,864 |
Unsecured Convertible Debentures | |
Related parties | 1,851,058 |
Promissory Notes Payable | |
Related parties | 159,863 |
Less Than 3 Months | |
Undiscounted future cash flows | 7,069,836 |
Less Than 3 Months | Accounts Payable | |
Third parties | 3,757,018 |
Less Than 3 Months | Accrued Liabilities | |
Third parties | 927,698 |
Less Than 3 Months | Income Tax Payable | |
Third parties | 5,678 |
Less Than 3 Months | Employee Costs Payable | |
Related parties | 893,864 |
Less Than 3 Months | Unsecured Convertible Debentures | |
Related parties | 1,325,715 |
Less Than 3 Months | Promissory Notes Payable | |
Related parties | 159,863 |
Three To Six Months | |
Undiscounted future cash flows | 12,603 |
Three To Six Months | Accounts Payable | |
Third parties | 0 |
Three To Six Months | Accrued Liabilities | |
Third parties | 0 |
Three To Six Months | Income Tax Payable | |
Third parties | 0 |
Three To Six Months | Employee Costs Payable | |
Related parties | 0 |
Three To Six Months | Unsecured Convertible Debentures | |
Related parties | 12,603 |
Three To Six Months | Promissory Notes Payable | |
Related parties | 0 |
Six To Nine Months | |
Undiscounted future cash flows | 12,603 |
Six To Nine Months | Accounts Payable | |
Third parties | 0 |
Six To Nine Months | Accrued Liabilities | |
Third parties | 0 |
Six To Nine Months | Income Tax Payable | |
Third parties | 0 |
Six To Nine Months | Employee Costs Payable | |
Related parties | 0 |
Six To Nine Months | Unsecured Convertible Debentures | |
Related parties | 12,603 |
Six To Nine Months | Promissory Notes Payable | |
Related parties | 0 |
Nine Months To One Year | |
Undiscounted future cash flows | 500,137 |
Nine Months To One Year | Accounts Payable | |
Third parties | 0 |
Nine Months To One Year | Accrued Liabilities | |
Third parties | 0 |
Nine Months To One Year | Income Tax Payable | |
Third parties | 0 |
Nine Months To One Year | Employee Costs Payable | |
Related parties | 0 |
Nine Months To One Year | Unsecured Convertible Debentures | |
Related parties | 500,137 |
Nine Months To One Year | Promissory Notes Payable | |
Related parties | 0 |
Greater Than One Year | |
Undiscounted future cash flows | 0 |
Greater Than One Year | Accounts Payable | |
Third parties | 0 |
Greater Than One Year | Accrued Liabilities | |
Third parties | 0 |
Greater Than One Year | Income Tax Payable | |
Third parties | 0 |
Greater Than One Year | Employee Costs Payable | |
Related parties | 0 |
Greater Than One Year | Unsecured Convertible Debentures | |
Related parties | 0 |
Greater Than One Year | Promissory Notes Payable | |
Related parties | $ 0 |
Note 18 - Segmented Informati_3
Note 18 - Segmented Information (Details) - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | |
Revenues | $ 3,480,516 | $ 1,712,731 | $ 5,504,452 |
Assets | 3,796,713 | 11,474,227 | |
Total property and equipment | 2,273,406 | 2,755,993 | |
Canada | |||
Assets | 3,796,713 | 11,474,227 | 7,396,781 |
Total property and equipment | $ 2,273,406 | $ 2,755,993 | $ 3,267,551 |