Q BioMed (QBIO) 10-Q 14 Apr 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Feb. 28, 2021	Apr. 05, 2021
Document and Entity Information
Entity Registrant Name	Q BIOMED INC.
Document Type	10-Q
Document Period End Date	Feb. 28, 2021
Amendment Flag	false
Entity Central Index Key	0001596062
Current Fiscal Year End Date	--11-30
Entity Common Stock, Shares Outstanding		26,122,347
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Trading Symbol	QBIO
Title of 12(b) Security	None
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Feb. 28, 2021	Nov. 30, 2020
Current assets:
Cash	$ 435,124	$ 177,145
Prepaid expenses and other current assets	39,714	46,339
Total current assets	474,838	223,484
Intangible assets, net	387,500	400,000
Total Assets	862,338	623,484
Current liabilities:
Accounts payable	869,642	721,744
Accrued expenses	834,250	837,660
Accrued expenses - related party	49,500	4,000
Accrued interest payable	6,104	43,376
Convertible note payable, net	889,176	92,185
Total current liabilities	2,648,672	1,698,965
Total Liabilities	2,648,672	1,698,965
Commitments and Contingencies (Note 6)
Stockholders' Deficit:
Preferred stock
Common stock, $0.001 par value; 250,000,000 shares authorized; 26,002,728 and 23,816,489 shares issued and outstanding as of February 28, 2021 and November 30, 2020, respectively	26,002	23,816
Additional paid-in capital	50,459,561	47,656,423
Accumulated deficit	(58,361,071)	(55,886,068)
Total Stockholders' Deficit	(1,786,334)	(1,075,481)
Total Liabilities and Stockholders' Deficit	862,338	623,484
Convertible Series A Preferred Stock
Stockholders' Deficit:
Preferred stock	2,160,966	2,161,980
Convertible Series B Preferred Stock
Stockholders' Deficit:
Preferred stock	$ 3,928,208	$ 4,968,368

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Feb. 28, 2021	Nov. 30, 2020
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	26,002,728	23,816,489
Common stock, shares outstanding	26,002,728	23,816,489
Convertible Series A Preferred Stock
Preferred stock, shares authorized	500,000	500,000
Preferred stock, issued	227,998	227,998
Preferred stock, outstanding	227,998	227,998
Convertible Series B Preferred Stock
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, issued	400,000	503,134
Preferred stock, outstanding	400,000	503,134

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Condensed Consolidated Statements of Operations
Net Sales	$ 0	$ 0
Cost of sales	40,593	0
Gross loss	(40,593)	0
Operating expenses:
General and administrative expenses	2,137,332	5,569,971
Research and development expenses	173,430	262,872
Total operating expenses	2,310,762	5,832,843
Loss from operations	(2,351,355)	(5,832,843)
Other (income) expenses:
Interest expense	50,125	197,516
Change in fair value of embedded derivatives	17,401	(88,522)
Loss on debt extinguishment	56,122	0
Total other expenses	123,648	108,994
Net loss	(2,475,003)	(5,941,837)
Accumulated dividend on convertible preferred stock	(136,393)	0
Net loss attributable to common stockholders	$ (2,611,396)	$ (5,941,837)
Net loss per share - basic and diluted	$ (0.11)	$ (0.29)
Weighted average shares outstanding, basic and diluted	24,644,761	20,311,768

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Shareholders' Deficit - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Deficit	Series A convertible preferred stock	Series B convertible preferred stock	Total
Beginning balance, Shares at Nov. 30, 2019	19,709,068
Beginning balance, Amount at Nov. 30, 2019	$ 19,709	$ 37,328,827	$ (42,393,877)			$ (5,045,341)
Cashless warrants exercise, Amount	$ 21	(21)
Cashless warrants exercise, Shares	20,860
Beneficial conversion feature related to convertible notes						0
Share based compensation for services, Amount	$ 60	4,515,227				4,515,287
Share based compensation for services, Shares	60,141
Share based compensation related to warrants modification, Amount		105,488				105,488
Issuance of common stock to convert notes payable	$ 1,518	1,134,295				1,135,813
Issuance of common stock to convert notes payable (in shares)	1,518,202
Net loss			(5,941,837)			(5,941,837)
Ending balance, Shares at Feb. 29, 2020	21,308,271
Ending balance, Amount at Feb. 29, 2020	$ 21,308	43,083,815	(48,335,714)			(5,230,589)
Beginning balance, Shares at Nov. 30, 2020	23,816,489			227,998	503,134
Beginning balance, Amount at Nov. 30, 2020	$ 23,816	47,656,423	(55,886,068)	$ 2,161,980	$ 4,968,368	(1,075,481)
Issuance of common stock for cash	$ 100	99,900				100,000
Issuance of common stock for cash (in shares)	100,000
Beneficial conversion feature related to convertible notes		65,217				65,217
Issuance common stock for dividend payment on preferred stock	$ 135	146,092		(45,600)	(100,627)
Issuance common stock for dividend payment on preferred stock	135,394
Share based compensation for services, Amount	$ 503	1,360,591				1,361,094
Share based compensation for services, Shares	502,976
Issuance of common stock to convert notes payable	$ 168	202,846				203,014
Issuance of common stock to convert notes payable (in shares)	167,780
Issuance of common stock to convert Series B preferred stock	$ 1,245	1,030,095			$ (1,031,340)
Issuance of common stock to convert Series B preferred stock (in shares)	1,245,089				(103,134)
Issuance cost related to issuance of convertible notes	$ 35	34,790				34,825
Issuance cost related to issuance of convertible notes (in shares)	35,000
Accumulated dividend on preferred stock		(136,393)		$ 44,586	$ 91,807
Net loss			(2,475,003)			(2,475,003)
Ending balance, Shares at Feb. 28, 2021	26,002,728			227,998	400,000
Ending balance, Amount at Feb. 28, 2021	$ 26,002	$ 50,459,561	$ (58,361,071)	$ 2,160,966	$ 3,928,208	$ (1,786,334)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Cash flows from operating activities:
Net loss	$ (2,475,003)	$ (5,941,837)
Adjustments to reconcile net loss to net cash used in operating activities
Share based compensation for services	1,361,094	4,515,287
Share based compensation related to warrants modification	0	105,488
Change in fair value of embedded conversion option	17,401	(88,522)
Accretion of debt discount	39,632	91,184
Amortization expense	12,500	12,500
Loss on debt extinguishment	56,122	0
Inventory write-off	33,093	0
Changes in operating assets and liabilities:
Prepaid expenses	6,625	(39,500)
Inventory	(33,093)	0
Accounts payable and accrued expenses	201,880	(157,925)
Accrued interest payable	(37,272)	106,333
Net cash used in operating activities	(817,021)	(1,396,992)
Cash flows from financing activities:
Proceeds received from issuance of convertible note	975,000	1,965,000
Proceeds received for issuance of common stock	100,000	0
Net cash provided by financing activities	1,075,000	1,965,000
Net increase (decrease) in cash	257,979	568,008
Cash at beginning of period	177,145	172,636
Cash at end of the period	435,124	740,644
Supplemental disclosures:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Supplemental disclosures for noncash investing and financing activities:
Issuance of common stock to convert notes payable and accrued interest	203,014	1,135,814
Issuance of common stock to convert Series B preferred stock	1,031,340	0
Accumulated dividend on convertible preferred stock	136,393	0
Issuance of common stock for dividend payment on preferred stock	146,226	0
Beneficial conversion feature related to convertible notes	65,217	0
Cashless warrants exercise	$ 0	$ 21

Organization of the Company and

Organization of the Company and Description of the Business	3 Months Ended
	Feb. 28, 2021
Organization of the Company and Description of the Business
Organization of the Company and Description of the Business	Note 1 - Organization of the Company and Description of the Business Q BioMed Inc. (“Q BioMed”), and its wholly owned subsidiaries Q BioMed Cayman SEZC and QBMG Q BioMed Germany UG (collectively, “the Company”), is a biomedical acceleration and development company focused on licensing, acquiring and providing strategic resources to life sciences and healthcare companies. Q BioMed intends to mitigate risk by acquiring multiple assets over time and across a broad spectrum of healthcare related products, companies and sectors. The Company intends to develop these assets to provide returns via organic growth, revenue production, out-licensing, sale or the spinoff of new public companies. The accompanying condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation and Going

Basis of Presentation and Going Concern	3 Months Ended
	Feb. 28, 2021
Basis of Presentation and Going Concern
Basis of Presentation and Going Concern	Note 2 – Basis of Presentation and Going Concern Basis of Presentation The accompanying interim period unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. These condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended November 30, 2020. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. Going Concern The accompanying condensed consolidated financial statements are prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has and is expected to incur net losses and cash outflows from operations in pursuit of extracting value from its acquired intellectual property. These matters, amongst others, raise doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will have to raise additional funds and/or generate revenue from drug sales within twelve months to continue operations. Additional funding will be needed to implement the Company’s business plan that includes various expenses such as fulfilling our obligations under licensing agreements, legal, operational set-up, general and administrative, marketing, employee salaries and other related start-up expenses. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. If the Company is unable to raise sufficient funds, management will be forced to scale back the Company’s operations or cease its operations. Management has determined that there is substantial doubt about the Company's ability to continue as a going concern within one year after the condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. COVID 19 The impact of the worldwide spread of a novel strain of coronavirus (“COVID-19”) has been unprecedented and unpredictable, but based on the Company’s current assessment, the Company does not expect any material impact on its long-term strategic plans, operations and its liquidity due to the worldwide spread of COVID-19. However, the Company is continuing to assess the effect on its operations by monitoring the spread of COVID-19 and the actions implemented to combat the virus throughout the world and its assessment of the impact of COVID-19 may change.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Feb. 28, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 3 - Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended November 30, 2020 included in the Company’s Form 10-K.

Loss per share

Loss per share	3 Months Ended
	Feb. 28, 2021
Loss per share
Loss per share	Note 4 – Loss per share Basic net loss per share was calculated by dividing net loss by the weighted-average shares of common stock outstanding during the period. Diluted net loss per share was calculated by dividing net loss by the weighted-average shares of common stock outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. The table below summarizes potentially dilutive securities that were not considered in the computation of diluted net loss per share because they would be anti-dilutive (amounts are rounded to nearest thousand). Potentially dilutive securities February 28, 2021 November 30, 2020 Series A convertible preferred stock 2,280,000 2,280,000 Series B convertible preferred stock 3,960,000 5,031,000 Common stock purchase warrants 10,023,000 10,023,000 Stock Options 3,850,000 3,850,000 Convertible Notes 996,000 56,000 Potentially dilutive securities 21,109,000 21,240,000

Convertible Notes

Convertible Notes	3 Months Ended
	Feb. 28, 2021
Convertible Notes.
Convertible Notes	Note 5 - Convertible Notes The table below summarizes outstanding convertible notes as of February 28, 2021 and November 30, 2020 (amounts are rounded to nearest thousand): February 28, 2021 November 30, 2020 Convertible Notes Payable: Principal value of 2020 Debenture $ 500,000 $ — Fair value of bifurcated contingent put option 34,000 — Debt discount (50,000) — Carrying value of 2020 Debenture 484,000 — Principal value of 2021 Debenture 500,000 — Fair value of bifurcated contingent put option 39,000 — Debt discount (133,000) — Carrying value of 2021 Debenture 406,000 — Principal value of 2019 August Debenture — 100,000 Debt discount — (8,000) Carrying value of 2019 August Debenture — 92,000 Total carrying value of convertible notes payable $ 890,000 $ 92,000 On December 23, 2020, the Company issued a debenture for $0.5 million (the “2020 Debenture”) pursuant to a securities purchase agreement with an accredited investor. The debenture has a maturity date of the earlier of (a) June 23, 2021, or (b) the closing of the next financing transaction, or series or transactions, pursuant to which the Company raises net proceeds of at least $1.0 million, or as may be extended at the option of the Holder. The 2020 Debenture may be converted at any time on or prior to maturity at the lower of $2.70 or 93% of the average of the four lowest daily VWAPs during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the 2020 Debenture, the conversion price may never be less than $1.00. The debenture bears interest at the rate of 5.5% per annum, and on issuance, the Company paid to the holder a commitment fee equal to 2% of the amount of the debenture. On February 12, 2021, the Company issued a debenture for $0.5 million (the "2021 Debenture") pursuant to a securities purchase agreement with an accredited investor dated February 12, 2021. The 2021 Debenture may be converted at any time on or prior to maturity at the lower of $1.15 or 93% of the average of the four lowest daily VWAPs during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the 2020 Debenture, the conversion price may never be less than $1.00. The debenture has a maturity date of February 12, 2022, provided that in case of an event of default, the debenture may become at the holder's election immediately due and payable. The debenture bears interest at the rate of 5.5% per annum, and on issuance, the Company paid to the holder a commitment fee equal to 2% of the amount of the debenture. Upon issuance of the 2020 Debenture and 2021 Debenture, the Company recognized a debt discount of approximately $216,000, resulting from the recognition of issuance costs of $95,000, beneficial conversion feature of $65,000, and bifurcated embedded derivatives of $55,000. The contingent share-settled redemption feature and contingent prepayment provision within the 2020 Debenture and the 2021 Debenture are both contingent put option that are required to be separately measured at fair value, with subsequent changes in fair value recognized in the Condensed Consolidated Statement of Operations. The fair value estimate is a Level 3 measurement. The Company estimated the fair value of the prepayment provision by estimating the probability of the occurrence of a Triggering Date and applying the probability to the discounted maximum redemption premium for any given payment with the following key inputs: February 12, 2021 December 23, 2020 Strike price $ 1.15 $ 2.70 Terms (years) 1.0 0.5 Volatility 92 % 92 % Risk-free rate 0.1 % 0.1 % Dividend yield — % — % The fair value of the contingent put option in all outstanding debentures with the feature are revalued as of February 28, 2021 based on the following weighted average key inputs: February 28, 2021 Strike price $ 1.93 Terms (years) 0.6 Volatility 89 % Risk-free rate 0.1 % Dividend yield — % Interest expense Interest expense, included in the accompanying Condensed Consolidated Statements of Operations, is comprised of the following for each period presented (amounts are rounded to nearest thousand): For the three months ended February 28, 2021 February 29, 2020 Interest expense based on the coupon interest rate of the outstanding debt $ 10,000 $ 107,000 Accretion of debt discount 40,000 91,000 Total interest expense $ 50,000 $ 198,000

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Feb. 28, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 6 - Commitments and Contingencies Legal Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation. Advisory Agreements The Company entered into customary consulting arrangements with various counterparties to provide consulting services, business development and investor relations services, pursuant to which the Company agreed to issue shares of common stock as services are received. Lease Agreement In December 2016, one of our subsidiaries entered into a lease agreement for its office space located in Cayman Islands for $30,000 per annum. The initial term of the agreement ended in December 2019, and the Company has renewed its office lease agreement for another three years with the same terms. This agreement does not identify a specific asset and does not convey the use of substantially all of the shared office capacity. As such, this agreement does not contain a lease under ASC 842. The Company recognizes monthly license payments as incurred over the term of the arrangement. Rent expense is classified within general and administrative expenses on a straight-line basis.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Feb. 28, 2021
Related Party Transactions
Related Party Transactions	Note 7 - Related Party Transactions The Company entered into consulting agreements with certain management personnel and stockholders for consulting and legal services. Consulting and legal expenses resulting from such agreements were included within general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations as follows (amounts are rounded to nearest thousand): For the three months ended February 28, 2021 February 29, 2020 Consulting and legal expenses $ 105,000 $ 105,000 On February 1, 2021, the Company issued 35,000 shares to Mr. Rosenstadt, the Company's Chief Legal Officer and director, for his services performed in connection with December 2020 financing. The fair value was approximate $35,000, which was recorded as part of debt issuance cost to the 2020 Debenture (see note 5).

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Feb. 28, 2021
Stockholders' Deficit
Stockholders' Deficit	Note 8 - Stockholders’ Deficit Preferred Shares The original issue price and the liquidation value per share, as of February 28, 2021, of each class of preferred stock is as follows: Original Issue Price Liquidation Value Per Share Per Share Series A Preferred Share $ 10.00 $ 10.20 Series B Preferred Share $ 10.00 $ 10.23 The Company had accumulated dividends payable on the Preferred Shares of approximately $0.1 million as of February 28, 2021. Common Shares On December 18, 2020, the Company issued approximately 135,000 shares of common stock as dividend payment on Series A and Series B preferred stock. Between January and February 2021, the Company issued approximately 1,245,000 shares of common stock to convert approximately 103,000 shares of Series B preferred stock. On February 8, 2021, the Company issued approximately 168,000 shares of common stock to convert $0.1 million outstanding debt and interest. On February 26, 2021, the Company issued 100,000 shares of common stock for cash proceeds of $0.1 million. During the three months ended February 29, 2020, the Company issued an aggregate of approximately 503,000 shares of the Company common stock to various vendors for advisory services, valued at approximately $0.5 million based on the estimated fair market value of the stock on the date of grant and was recognized within general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.

Warrants and Options

Warrants and Options	3 Months Ended
	Feb. 28, 2021
Warrants and Options
Warrants and Options	Note 9 – Warrants and Options Summary of warrants The following represents a summary of all outstanding warrants to purchase the Company’s common stock, including warrants issued to vendors for services and warrants issued as part of the units sold in the private placements, at February 28, 2021: Weighted Average Weighted Remaining Average Contractual Warrants Exercise Price Life (years) Intrinsic Value Outstanding at December 1, 2020 10,023,000 $ 2.09 3.2 $ 870,000 Issued — — — — Forfeited/expired — — — — Outstanding at February 28, 2021 10,023,000 $ 2.09 2.9 $ 777,000 Exercisable at February 28, 2021 10,023,000 $ 2.09 2.9 $ 777,000 Options Issued for Services The following represents a summary of all outstanding options to purchase the Company’s common stock at February 28, 2021: Weighted Average Weighted Remaining Average Contractual Options Exercise Price Life (years) Intrinsic Value Outstanding at December 1, 2020 3,850,000 $ 1.23 4.0 $ 119,000 Issued — — — — Outstanding at February 28, 2021 3,850,000 $ 1.23 4.0 $ 34,000 Exercisable at February 28, 2021 2,175,000 $ 1.32 2.8 $ 9,000 Stock-based Compensation The Company recognized general and administrative expenses of approximately $1.4 million and $4.5 million as a result of the shares, outstanding warrants and options issued to consultants and employees during the three months ended February 28, 2021 and February 29, 2020, respectively. As of February 28, 2021, the estimated unrecognized stock-based compensation associate with these agreements is approximately $0.7 million and will be fully recognized over the next 9 months.

Subsequent Events

Subsequent Events	3 Months Ended
	Feb. 28, 2021
Subsequent Events
Subsequent Events	Note 10 – Subsequent Events On March 4, 2021, the Company issued 119,619 shares of common stock as dividend payment on Series A and Series B preferred stock.

Loss per share (Tables)

Loss per share (Tables)	3 Months Ended
	Feb. 28, 2021
Loss per share
Schedule of potentially dilutive securities not considered in the computation of diluted net loss per share	The table below summarizes potentially dilutive securities that were not considered in the computation of diluted net loss per share because they would be anti-dilutive (amounts are rounded to nearest thousand). Potentially dilutive securities February 28, 2021 November 30, 2020 Series A convertible preferred stock 2,280,000 2,280,000 Series B convertible preferred stock 3,960,000 5,031,000 Common stock purchase warrants 10,023,000 10,023,000 Stock Options 3,850,000 3,850,000 Convertible Notes 996,000 56,000 Potentially dilutive securities 21,109,000 21,240,000

Convertible Notes (Tables)

Convertible Notes (Tables)	3 Months Ended
	Feb. 28, 2021
Convertible Notes.
Schedule of convertible notes payable	The table below summarizes outstanding convertible notes as of February 28, 2021 and November 30, 2020 (amounts are rounded to nearest thousand): February 28, 2021 November 30, 2020 Convertible Notes Payable: Principal value of 2020 Debenture $ 500,000 $ — Fair value of bifurcated contingent put option 34,000 — Debt discount (50,000) — Carrying value of 2020 Debenture 484,000 — Principal value of 2021 Debenture 500,000 — Fair value of bifurcated contingent put option 39,000 — Debt discount (133,000) — Carrying value of 2021 Debenture 406,000 — Principal value of 2019 August Debenture — 100,000 Debt discount — (8,000) Carrying value of 2019 August Debenture — 92,000 Total carrying value of convertible notes payable $ 890,000 $ 92,000
Schedule of discounted maximum redemption premium	February 12, 2021 December 23, 2020 Strike price $ 1.15 $ 2.70 Terms (years) 1.0 0.5 Volatility 92 % 92 % Risk-free rate 0.1 % 0.1 % Dividend yield — % — % The fair value of the contingent put option in all outstanding debentures with the feature are revalued as of February 28, 2021 based on the following weighted average key inputs: February 28, 2021 Strike price $ 1.93 Terms (years) 0.6 Volatility 89 % Risk-free rate 0.1 % Dividend yield — %
Schedule of interest expense	For the three months ended February 28, 2021 February 29, 2020 Interest expense based on the coupon interest rate of the outstanding debt $ 10,000 $ 107,000 Accretion of debt discount 40,000 91,000 Total interest expense $ 50,000 $ 198,000

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Feb. 28, 2021
Related Party Transactions
Schedule of general and administrative expenses	Consulting and legal expenses resulting from such agreements were included within general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations as follows (amounts are rounded to nearest thousand): For the three months ended February 28, 2021 February 29, 2020 Consulting and legal expenses $ 105,000 $ 105,000

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Tables)	3 Months Ended
	Feb. 28, 2021
Stockholders' Deficit
Schedule original issue price and the liquidation value per share for each class of preferred stock	Original Issue Price Liquidation Value Per Share Per Share Series A Preferred Share $ 10.00 $ 10.20 Series B Preferred Share $ 10.00 $ 10.23

Warrants and Options (Tables)

Warrants and Options (Tables)	3 Months Ended
	Feb. 28, 2021
Common stock purchase warrants
Summary of warrants	Weighted Average Weighted Remaining Average Contractual Warrants Exercise Price Life (years) Intrinsic Value Outstanding at December 1, 2020 10,023,000 $ 2.09 3.2 $ 870,000 Issued — — — — Forfeited/expired — — — — Outstanding at February 28, 2021 10,023,000 $ 2.09 2.9 $ 777,000 Exercisable at February 28, 2021 10,023,000 $ 2.09 2.9 $ 777,000
Stock Options
Schedule of Options issued for services	Weighted Average Weighted Remaining Average Contractual Options Exercise Price Life (years) Intrinsic Value Outstanding at December 1, 2020 3,850,000 $ 1.23 4.0 $ 119,000 Issued — — — — Outstanding at February 28, 2021 3,850,000 $ 1.23 4.0 $ 34,000 Exercisable at February 28, 2021 2,175,000 $ 1.32 2.8 $ 9,000

Loss per share (Details)

Loss per share (Details) - shares	3 Months Ended	12 Months Ended
	Feb. 28, 2021	Nov. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share
Potentially dilutive securities	21,109,000	21,240,000
Series A convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Potentially dilutive securities	2,280,000	2,280,000
Series B convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Potentially dilutive securities	3,960,000	5,031,000
Common stock purchase warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share
Potentially dilutive securities	10,023,000	10,023,000
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share
Potentially dilutive securities	3,850,000	3,850,000
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share
Potentially dilutive securities	996,000	56,000

Convertible Notes (Details)

Convertible Notes (Details) - USD ($)	Feb. 28, 2021	Nov. 30, 2020
Notes and Loans Payable, Current [Abstract]
Carrying value	$ 889,176	$ 92,185
Total carrying value of convertible notes payable	890,000	92,000
2021 Debentures
Notes and Loans Payable, Current [Abstract]
Principal value	500,000
Fair value of bifurcated contingent put option	39,000
Debt discount	(133,000)
Carrying value	406,000
2020 Debentures
Notes and Loans Payable, Current [Abstract]
Principal value	500,000
Fair value of bifurcated contingent put option	34,000
Debt discount	(50,000)
Carrying value	$ 484,000
2019 August Debenture
Notes and Loans Payable, Current [Abstract]
Principal value		100,000
Debt discount		(8,000)
Carrying value		$ 92,000

Convertible Notes - Fair Value

Convertible Notes - Fair Value Measurement Inputs (Details)	Feb. 28, 2021$ / shares	Feb. 12, 2021$ / shares	Dec. 23, 2020$ / shares
Strike price
Convertible Notes
Input	1.93	1.15	2.70
Strike price | Minimum
Convertible Notes
Input	1.93
Terms (years)
Convertible Notes
Input	0.6	1	0.5
Volatility
Convertible Notes
Input	89	92	92
Risk-free rate
Convertible Notes
Input	0.1	0.1	0.1

Convertible Notes - Interest ex

Convertible Notes - Interest expense (Details) - USD ($)	3 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Convertible Notes.
Interest expense based on the coupon interest rate of the outstanding debt	$ 10,000	$ 107,000
Accretion of debt discount	40,000	91,000
Total interest expense	$ 50,000	$ 198,000

Convertible Notes - Additional

Convertible Notes - Additional Information (Details)	Feb. 12, 2021USD ($)D$ / shares	Dec. 23, 2020USD ($)D$ / shares	Feb. 28, 2021USD ($)	Feb. 29, 2020USD ($)
Debt Instruments [Line Items]
Embedded conversion option has a fair value			$ (17,401)	$ 88,522
Debentures
Debt Instruments [Line Items]
Issuance costs			95,000
Bifurcated embedded derivative			55,000
Debt discount			216,000
Beneficial conversion feature			$ 65,000
2020 Debentures
Debt Instruments [Line Items]
Issue Of Debentures, Amount		$ 500,000
Proceeds from Issuance of Debt		$ 1,000,000
Debt Instrument, Interest Rate, Stated Percentage		5.50%
Commitment fee (as percent)		2.00%
Number of lowest daily VWAPs during the 10 consecutive trading days on basis of which conversion price is reduced		93
Number of consecutive trading days on basis of which conversion price is reduced | D		10
2020 Debentures | Maximum
Debt Instruments [Line Items]
Conversion price | $ / shares		$ 2.70
2020 Debentures | Minimum
Debt Instruments [Line Items]
Conversion price | $ / shares		$ 1
2021 Debentures
Debt Instruments [Line Items]
Issue Of Debentures, Amount	$ 500,000
Debt Instrument, Interest Rate, Stated Percentage	5.50%
Commitment fee (as percent)	2.00%
Percentage of average of the four lowest daily VWAPs on basis of which conversion price is reduced	93.00%
Number of lowest daily VWAPs during the 10 consecutive trading days on basis of which conversion price is reduced	4
Number of consecutive trading days on basis of which conversion price is reduced | D	10
2021 Debentures | Maximum
Debt Instruments [Line Items]
Conversion price | $ / shares	$ 1.15
2021 Debentures | Minimum
Debt Instruments [Line Items]
Conversion price | $ / shares	$ 1

Commitments and Contingencies (

Commitments and Contingencies (Details) - Lease agreement	1 Months Ended
	Dec. 31, 2016USD ($)
Loss Contingencies [Line Items]
Lease cost per annum	$ 30,000
Renewal term (in years)	3 years

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Feb. 01, 2021	Feb. 28, 2021	Feb. 29, 2020
Consulting and legal expenses		$ 105,000	$ 105,000
Fair Value	$ 35,000
Mr. Rosenstadt
Shares issued	35,000

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Shares (Details)	3 Months Ended
	Feb. 28, 2021USD ($)$ / shares
Series A convertible preferred stock
Original Issue Price Per Share	$ 10
Liquidation Value Per Share	$ 10.20
Accumulated dividend on preferred stock | $	$ 44,586
Series B convertible preferred stock
Original Issue Price Per Share	$ 10
Liquidation Value Per Share	$ 10.23
Accumulated dividend on preferred stock | $	$ 91,807
Preferred stock
Accumulated dividend on preferred stock | $	$ 100,000

Stockholders' Deficit - Common

Stockholders' Deficit - Common Shares (Details) - USD ($)	Feb. 26, 2021	Feb. 08, 2021	Dec. 18, 2020	Feb. 28, 2021	Feb. 28, 2021	Feb. 29, 2020
Issuance of common stock for cash					$ 100,000
Share based compensation for services, Amount					$ 1,361,094	$ 4,515,287
Series B convertible preferred stock
Issuance of common stock to convert Series B preferred stock (in shares)				103,000	(103,134)
Common Stock
Issuance common stock for dividend payment on series A and series B preferred stock			135,000
Issuance of common stock to convert Series B preferred stock (in shares)				1,245,000
Issuance of common stock for outstanding debt and interest		168,000
Issuance of common stock for cash	$ 100,000
Issuance of common stock for cash (in shares)	100,000
General and Administrative Expense
Share based compensation for services, Amount					$ 500,000
Share based compensation for services, Shares					503,000,000,000

Warrants and Options - Summary

Warrants and Options - Summary of warrants (Details) - Common stock purchase warrants - $ / shares	3 Months Ended	12 Months Ended
	Feb. 28, 2021	Nov. 30, 2020
Warrants
Beginning balance	10,023,000
Ending balance	10,023,000	10,023,000
Exercisable at February 28, 2021	10,023,000
Weighted Average Exercise Price
Beginning balance	$ 2.09
Ending balance	$ 2.09	$ 2.09
Exercisable at February 28, 2021	2.09
Weighted Average Remaining Contractual Life (years)
Beginning balance		3 years 2 months 12 days
Ending balance	2 years 10 months 24 days
Exercisable at February 28, 2021	2 years 10 months 24 days
Intrinsic Value
Beginning balance		$ 870,000
Ending balance	$ 777,000
Exercisable at February 28, 2021	$ 777,000

Warrants and Options - Summar_2

Warrants and Options - Summary of outstanding options (Details) - Stock Options - $ / shares	3 Months Ended	12 Months Ended
	Feb. 28, 2021	Nov. 30, 2020
Options
Beginning balance	3,850,000
Ending balance	3,850,000	3,850,000
Exercisable at February 28, 2021	2,175,000
Weighted Average Exercise Price
Beginning balance	$ 1.23
Ending balance	$ 1.23	$ 1.23
Exercisable at February 28, 2021	1.32
Weighted Average Remaining Contractual Life (years)
Beginning balance		4 years
Ending balance	4 years
Exercisable at February 28, 2021	2 years 9 months 18 days
Intrinsic Value
Beginning balance		$ 119,000
Ending balance	$ 34,000
Exercisable at February 28, 2021	$ 9,000

Warrants and Options - Addition

Warrants and Options - Additional Information (Details) - USD ($)	3 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
General and administrative expenses	$ 2,137,332	$ 5,569,971
Research and development expenses	173,430	262,872
Unrecognized stock-based compensation	700,000
Options and Warrants
General and administrative expenses	$ 1,400,000
Research and development expenses		$ 4,500,000

Subsequent Events (Details)

Subsequent Events (Details)	Mar. 04, 2021shares
Subsequent events
Subsequent Event [Line Items]
Dividend paid as shares on Series A and Series B Preferred stock	119,619