Q BioMed (QBIO) 10-Q 19 Jul 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	May 31, 2019	Jul. 19, 2019
Document and Entity Information
Entity Registrant Name	Q BIOMED INC.
Document Type	10-Q
Document Period End Date	May 31, 2019
Entity Current Reporting Status	Yes
Amendment Flag	false
Entity Central Index Key	0001596062
Current Fiscal Year End Date	--11-30
Entity Common Stock, Shares Outstanding		14,677,136
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	May 31, 2019	Nov. 30, 2018
Current assets:
Cash	$ 178,715	$ 2,684,413
Prepaid expenses	28,546	12,500
Total current assets	207,261	2,696,913
Intangible assets, net	475,000	500,000
Total Assets	682,261	3,196,913
Current liabilities:
Accounts payable and accrued expenses	1,113,091	392,230
Accrued expenses - related party	7,500	7,500
Accrued interest payable	171,784	29,639
Investor advances	80,750
Total current liabilities	1,373,125	429,369
Long-term liabilities:
Convertible notes payable, net	3,669,612	2,873,272
Total long term liabilities	3,669,612	2,873,272
Total Liabilities	5,042,737	3,302,641
Commitments and Contingencies (Note 6)
Stockholders' Deficit:
Preferred stock, $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding as of May 31, 2019 and November 30, 2018
Common stock, $0.001 par value; 250,000,000 shares authorized; 14,677,136 and 14,290,236 shares issued and outstanding as of May 31, 2019 and November 30, 2018, respectively	14,676	14,290
Additional paid-in capital	33,002,224	31,994,129
Accumulated deficit	(37,377,376)	(32,114,147)
Total Stockholders' Deficit	(4,360,476)	(105,728)
Total Liabilities and Stockholders' Deficit	$ 682,261	$ 3,196,913

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	May 31, 2019	Nov. 30, 2018
Condensed Consolidated Balance Sheets
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	14,677,136	14,290,236
Common stock, shares outstanding	14,677,136	14,290,236

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2019	May 31, 2018	May 31, 2019	May 31, 2018
Operating expenses:
General and administrative expenses	$ 1,195,759	$ 1,230,616	$ 2,438,470	$ 2,551,370
Research and development expenses	1,071,416	782,188	1,886,115	1,635,613
Total operating expenses	2,267,175	2,012,804	4,324,585	4,186,983
Other expenses:
Interest expense	369,972		660,644
Change in fair value of embedded derivatives	251,000		278,000
Total other expenses	620,972		938,644
Net loss	$ (2,888,147)	$ (2,012,804)	$ (5,263,229)	$ (4,186,983)
Long-term Liabilities:
Net loss per share - basic and diluted	$ (0.20)	$ (0.14)	$ (0.36)	$ (0.31)
Weighted average shares outstanding, basic and diluted	14,577,312	13,982,627	14,491,881	13,358,654

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Beginning balance, Shares at Nov. 30, 2017	12,206,409
Beginning balance, Amount at Nov. 30, 2017	$ 12,206	$ 23,187,408	$ (22,843,370)	$ 356,244
Share based compensation for services, Shares	68,846
Share based compensation for services, Amount	$ 69	771,798		771,867
Issuance of common stock and warrants for cash, net of offering costs, Shares	1,711,875
Issuance of common stock and warrants for cash, net of offering costs, Amount	$ 1,712	4,943,539		4,945,251
Net loss			(4,186,983)	(4,186,983)
Ending balance, Shares at May. 31, 2018	13,987,130
Ending balance, Amount at May. 31, 2018	$ 13,987	28,902,745	(27,030,353)	1,886,379
Beginning balance, Shares at Feb. 28, 2018	13,947,784
Beginning balance, Amount at Feb. 28, 2018	$ 13,948	28,622,798	(25,017,549)	3,619,197
Share based compensation for services, Shares	39,346
Share based compensation for services, Amount	$ 39	279,947		279,986
Net loss			(2,012,804)	(2,012,804)
Ending balance, Shares at May. 31, 2018	13,987,130
Ending balance, Amount at May. 31, 2018	$ 13,987	28,902,745	(27,030,353)	1,886,379
Beginning balance, Shares at Nov. 30, 2018	14,290,236
Beginning balance, Amount at Nov. 30, 2018	$ 14,290	31,994,129	(32,114,147)	(105,728)
Share based compensation for services, Shares	386,900
Share based compensation for services, Amount	$ 386	1,008,095		1,008,481
Net loss			(5,263,229)	(5,263,229)
Ending balance, Shares at May. 31, 2019	14,677,136
Ending balance, Amount at May. 31, 2019	$ 14,676	33,002,224	(37,377,376)	(4,360,476)
Beginning balance, Shares at Feb. 28, 2019	14,466,155
Beginning balance, Amount at Feb. 28, 2019	$ 14,465	32,477,729	(34,489,229)	(1,997,035)
Share based compensation for services, Shares	210,981
Share based compensation for services, Amount	$ 211	524,495		524,706
Net loss			(2,888,147)	(2,888,147)
Ending balance, Shares at May. 31, 2019	14,677,136
Ending balance, Amount at May. 31, 2019	$ 14,676	$ 33,002,224	$ (37,377,376)	$ (4,360,476)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	May 31, 2019	May 31, 2018
Cash flows from operating activities:
Net loss	$ (5,263,229)	$ (4,186,983)
Adjustments to reconcile net loss to net cash used in operating activities
Share based compensation for services	1,008,481	771,867
Change in fair value of embedded conversion option	278,000
Accretion of debt discount	518,340
Amortization expense	25,000
Changes in operating assets and liabilities:
Prepaid expenses	(16,046)
Accounts payable and accrued expenses	720,861	(30,747)
Accrued interest payable	142,145
Net cash used in operating activities	(2,586,448)	(3,445,863)
Cash flows from financing activities:
Proceeds from investor advances	80,750
Proceeds received for issuance of common stock and warrants, net of offering costs		4,945,251
Net cash provided by financing activities	80,750	4,945,251
Net (decrease) increase in cash	(2,505,698)	1,499,388
Cash at beginning of period	2,684,413	824,783
Cash at end of period	178,715	2,324,171
Supplemental disclosures:
Cash paid for interest
Cash paid for income taxes

Organization of the Company and

Organization of the Company and Description of the Business	6 Months Ended
	May 31, 2019
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” or “the Company”), incorporated in the State of Nevada on November 22, 2013, 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 spinoff new public companies. On December 7, 2016, the Company formed its wholly-owned subsidiary in Cayman Islands, “Q BioMed Cayman SEZC” (the “Subsidiary”). The accompanying condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

Basis of Presentation	6 Months Ended
	May 31, 2019
Basis of Presentation
Basis of Presentation	Note 2 - Basis of Presentation The accompanying interim period unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles 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, 2018. 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 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. The Company currently operates in one business segment focusing on licensing, acquiring and providing strategic resources to life sciences and healthcare companies. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of business. 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. The Company has not generated any revenue from operations since inception and has limited assets upon which to commence its business operations. 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 we will be forced to scale back the Company’s operations or cease our 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	May 31, 2019
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, 2018 included in the Company’s Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies. Recent accounting pronouncements On February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842) . Under the new guidance, lessees will be required to recognize all leases (with the exception of short-term leases) on the balance sheet as a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee¹s right to use, or control the use of, a specified asset for the lease term. The guidance in ASU 2017‑11 is effective for the Company on December 1, 2019. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company is currently evaluating the impact of the new standard on its condensed consolidated financial statements. In July 2017, the FASB issued ASU 2017‑11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The ASU allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017‑11 is effective for the Company on December 1, 2019. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company is currently evaluating the impact of the new standard on its condensed consolidated financial statements. Recent adopted pronouncements In May 2014, the FASB issued ASU 2014‑09, Revenue from Contracts with Customers (Topic 606), as modified by ASU 2015‑14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , ASU 2016‑08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016‑10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , and ASU 2016‑12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients . The revenue recognition principle in ASU 2014‑09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The adoption of this standard on December 1, 2018 did not impact the Company’s condensed consolidated financial statements. In August 2016, the FASB issued ASU No. 2016‑15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. This new standard also clarifies that an entity should determine each separately identifiable source of use within the cash receipts and payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. The adoption of this standard on December 1, 2018 did not impact the Company’s condensed consolidated financial statements. In June 2018, the FASB issued ASU 2018‑07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting . This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. The adoption of this standard on December 1, 2018 did not impact the Company’s condensed consolidated financial statements.

Loss per share

Loss per share	6 Months Ended
	May 31, 2019
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 common shares outstanding during the period. Diluted net loss per share was calculated by dividing net loss by the weighted-average common shares 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. May 31, Potentially dilutive securities 2019 2018 Warrants 4,984,000 4,878,000 Convertible Notes 2,092,000 — Stock Options 1,200,000 500,000

Convertible Notes

Convertible Notes	6 Months Ended
	May 31, 2019
Convertible Notes
Convertible Notes	Note 5 - Convertible Notes May 31, 2019 November 30, 2018 Convertible Notes: Principal value $ 4,000,000 $ 4,000,000 Fair value of bifurcated contingent put option 540,000 262,000 Debt discount (870,388) (1,388,728) Carrying value of convertible notes 3,669,612 2,873,272 Total long-term carrying value of convertible notes $ 3,669,612 $ 2,873,272 The monthly payment provision within the convertible notes is a contingent put option that is 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 monthly payment 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: May 31, 2019 November 30, 2018 Stock price $1.53 $1.95 - $2.97 Terms (years) 0.8 1.2 - 1.4 Volatility 84.61% 72.1% - 76.5% Risk-free rate 2.21% - 2.38% 2.4% - 2.5% Dividend yield 0.00% 0.00% Discount rate 35.17% 35.17% Amortization of the debt discount associated with the convertible notes was approximately $282,000 and $518,000 for the three-month and six-month periods ended May 31, 2019, respectively, and was included in interest expense in the accompanying Condensed Consolidated Statements of Operations.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	May 31, 2019
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 our 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. On December 28, 2018, the Company commenced litigation against BioNucleonics, Inc. (“BNI”) and parties related to BNI in the Supreme Court of New York, New York County (removed to federal court in February 2019). The litigation stems from a license agreement that the Company entered into with BNI in 2016 and amended from time to time. Under the agreement with BNI, the Company were granted a worldwide, exclusive license on certain BNI intellectual property and the option to acquire the BNI IP within three years of the agreement. The BNI IP consists of generic Strontium Chloride SR89 (generic Metastron®) (“SR89”) and all of BNI’s intellectual property relating to it (“BNI IP”). SR89 is a radiopharmaceutical therapeutic for cancer bone pain therapy. The Company believes that it has fulfilled the obligations under the agreement to exercise an option to acquire the BNI IP and has notified BNI of such exercise, but BNI has not transferred the BNI IP to the Company. As a result, the Company has commenced litigation to, among other actions, obtain all of the BNI IP. The Company also seeks judgments against BNI and related parties for the misappropriation of funds, breach of contract, fraud and fraudulent inducement. In February 2019, such lawsuit was removed to the Federal court located in the Southern District of New York. 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, the Subsidiary entered into a lease agreement for its office space located in Cayman Islands for $30,000 per annum. The initial term of the agreement ends in December 2019 and can be renewed for another three years. Rent expense is classified within general and administrative expenses on a straight-line basis and included in the accompanying Condensed Consolidated Statements of Operations as follows: For the three months ended May 31, For the six months ended May 31, 2019 2018 2019 2018 Rent expense $ 7,500 $ 7,500 $ 15,000 $ 15,000 License Agreement Mannin On October 29, 2015, the Company entered into a Patent and Technology License and Purchase Option Agreement (“Exclusive License”) with a vendor whereby the Company was granted a worldwide, exclusive, license on, and option to, acquire certain intellectual property (“Mannin IP”) which initially focused on developing a first-in-class eye drop treatment for glaucoma within the four-year term of the Exclusive License. On March 26, 2019, the Company entered into an amendment to the Patent and Technology License and Purchase Option Agreement that it initially entered into with Mannin Research Inc. on October 29, 2015 (the “Mannin Agreement”). Under such amendment, the term of the option granted under the Mannin Agreement was extended to October 29, 2021 in exchange for the Company issuing 100,000 shares to Mannin Research Inc. on April 9, 2019. During the six months ended May 31, 2019 and 2018, the Company incurred approximately $1,277,000 and $1,220,000, respectively, in research and development expenses to fund the costs of development of the eye drop treatment for glaucoma pursuant to the Exclusive License. Washington University On March 9, 2019, the Company entered into an Exclusive License Agreement with Washington University for license of a diagnostic marker for determining the severity of glaucoma using the expression levels of Growth Differentiation Factor 15. The agreement calls for the Company to pay an initial fee of approximately $88,000, pay annual maintenance fees ranging from $15,000 to $75,000, make additional payments upon the following milestones: · The first commercial sale of a companion diagnostic product; · Initiation of a clinical trial for a diagnostic product to support FDA PMA or 510(k) regulatory approval or the foreign equivalent; · PMA or 510(k) regulatory approval by the FDA or the foreign equivalent; and · The first commercial sale of a diagnostic product. In additional to the above payments, royalty payments based upon sales of a companion diagnostic product or diagnostic product are required.

Related Party Transactions

Related Party Transactions	6 Months Ended
	May 31, 2019
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: For the three months ended May 31, For the six months ended May 31, 2019 2018 2019 2018 Consulting and legal expenses $ 90,000 $ 60,000 $ 192,446 $ 120,000

Stockholders' Equity Deficit

Stockholders' Equity Deficit	6 Months Ended
	May 31, 2018
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit)	Note 8 - Stockholders’ Equity Deficit As of May 31, 2019 and November 30, 2018, the Company is authorized to issue up to 250,000,000 shares of its $0.001 par value common stock and up to 100,000,000 shares of its $0.001 par value preferred stock. Issuance of shares for services During the six months ended May 31, 2019, the Company issued an aggregate of 386,900 shares of the Company common stock to various vendors for advisory services, valued at approximately $728,000 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	6 Months Ended
	May 31, 2019
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 May 31, 2019 and the changes during the period then ended: Weighted Average Weighted Remaining Average Contractual Warrants Exercise Price Life (years) Intrinsic Value Outstanding at November 30, 2018 4,984,058 $ 3.48 3.51 $ 250,000 Issued — $ — $ — Expired — $ — $ — Outstanding at May 31, 2019 4,984,058 $ 3.48 3.01 $ 40,000 Exercisable at May 31, 2019 4,902,058 $ 3.50 2.99 $ 40,000 Fair value of all outstanding warrants issued to non-employees for services was calculated with the following key inputs: For the six months ended May 31, 2018 Stock price $2.92 - $3.40 Term (years) 2.0 – 4.3 Volatility 124.88% - 130.31% Risk-free rate 2.25% - 2.68% Dividend yield 0.00% There were no warrants issued for the six months ended May 31, 2019. Options issued for services The following represents a summary of all outstanding options to purchase the Company’s common stock at May 31, 2019 and the changes during the period then ended: Weighted Average Weighted Remaining Average Contractual Options Exercise Price Life (years) Intrinsic Value Outstanding at November 30, 2018 900,000 $ 3.68 3.99 $ — Issued 300,000 $ 1.53 5.00 $ — Outstanding at May 31, 2019 1,200,000 $ 3.15 3.87 $ — Exercisable at May 31, 2019 975,000 $ 3.52 3.61 $ — Fair value of options issued in the six-month period ended May 31, 2018 was calculated with the following key inputs. No options were granted in the six-month period ended May 31, 2019. For the six months ended May 31, 2019 2018 Exercise price $1.53 $3.00 Expected term (years) 5.0 5.0 Volatility 98.75% 127.70% Risk-free rate 2.03% 2.52% Dividend yield 0.00% 0.00% Stock-based Compensation Stock-based compensation expense is classified within general and administrative expenses as a result of the shares, outstanding warrants and options issued to consultants and employees and included in the accompanying Condensed Consolidated Statements of Operations as follows: For the three months ended May 31, For the six months ended May 31, 2019 2018 2019 2018 Stock-based compensation expense 123,000 164,000 280,000 567,000 As of May 31, 2019, the estimated unrecognized stock-based compensation associate with these agreements is approximately $319,000 and will be fully recognized over the next seven months.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	May 31, 2019
Summary of Significant Accounting Policies
Recent accounting pronouncements	Recent accounting pronouncements On February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842) . Under the new guidance, lessees will be required to recognize all leases (with the exception of short-term leases) on the balance sheet as a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee¹s right to use, or control the use of, a specified asset for the lease term. The guidance in ASU 2017‑11 is effective for the Company on December 1, 2019. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company is currently evaluating the impact of the new standard on its condensed consolidated financial statements. In July 2017, the FASB issued ASU 2017‑11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The ASU allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017‑11 is effective for the Company on December 1, 2019. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company is currently evaluating the impact of the new standard on its condensed consolidated financial statements.
Recent adopted pronouncements	Recent adopted pronouncements In May 2014, the FASB issued ASU 2014‑09, Revenue from Contracts with Customers (Topic 606), as modified by ASU 2015‑14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , ASU 2016‑08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016‑10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , and ASU 2016‑12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients . The revenue recognition principle in ASU 2014‑09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The adoption of this standard on December 1, 2018 did not impact the Company’s condensed consolidated financial statements. In August 2016, the FASB issued ASU No. 2016‑15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. This new standard also clarifies that an entity should determine each separately identifiable source of use within the cash receipts and payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. The adoption of this standard on December 1, 2018 did not impact the Company’s condensed consolidated financial statements. In June 2018, the FASB issued ASU 2018‑07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting . This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. The adoption of this standard on December 1, 2018 did not impact the Company’s condensed consolidated financial statements.

Loss per share (Tables)

Loss per share (Tables)	6 Months Ended
	May 31, 2019
Loss per share
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. May 31, Potentially dilutive securities 2019 2018 Warrants 4,984,000 4,878,000 Convertible Notes 2,092,000 — Stock Options 1,200,000 500,000

Convertible Notes (Tables)

Convertible Notes (Tables)	6 Months Ended
	May 31, 2019
Convertible Notes
Long-term carrying value of convertible notes	May 31, 2019 November 30, 2018 Convertible Notes: Principal value $ 4,000,000 $ 4,000,000 Fair value of bifurcated contingent put option 540,000 262,000 Debt discount (870,388) (1,388,728) Carrying value of convertible notes 3,669,612 2,873,272 Total long-term carrying value of convertible notes $ 3,669,612 $ 2,873,272
Fair value measurement inputs and valuation techniques	The Company estimated the fair value of the monthly payment 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: May 31, 2019 November 30, 2018 Stock price $1.53 $1.95 - $2.97 Terms (years) 0.8 1.2 - 1.4 Volatility 84.61% 72.1% - 76.5% Risk-free rate 2.21% - 2.38% 2.4% - 2.5% Dividend yield 0.00% 0.00% Discount rate 35.17% 35.17%

Commitments and Contingencies (

Commitments and Contingencies (Tables)	6 Months Ended
	May 31, 2019
Commitments and Contingencies
Commitments and contingencies	Rent expense is classified within general and administrative expenses on a straight-line basis and included in the accompanying Condensed Consolidated Statements of Operations as follows: For the three months ended May 31, For the six months ended May 31, 2019 2018 2019 2018 Rent expense $ 7,500 $ 7,500 $ 15,000 $ 15,000

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	May 31, 2019
Related Party Transactions
Related party transactions	For the three months ended May 31, For the six months ended May 31, 2019 2018 2019 2018 Consulting and legal expenses $ 90,000 $ 60,000 $ 192,446 $ 120,000

Warrants and Options (Tables)

Warrants and Options (Tables)	6 Months Ended
	May 31, 2019
Schedule of stock-based compensation	For the three months ended May 31, For the six months ended May 31, 2019 2018 2019 2018 Stock-based compensation expense 123,000 164,000 280,000 567,000
Warrants
Summary of all outstanding warrants and options to purchase of common stock	Weighted Average Weighted Remaining Average Contractual Warrants Exercise Price Life (years) Intrinsic Value Outstanding at November 30, 2018 4,984,058 $ 3.48 3.51 $ 250,000 Issued — $ — $ — Expired — $ — $ — Outstanding at May 31, 2019 4,984,058 $ 3.48 3.01 $ 40,000 Exercisable at May 31, 2019 4,902,058 $ 3.50 2.99 $ 40,000
Schedule of fair value outstanding warrants and options issued to non-employees for services	For the six months ended May 31, 2018 Stock price $2.92 - $3.40 Term (years) 2.0 – 4.3 Volatility 124.88% - 130.31% Risk-free rate 2.25% - 2.68% Dividend yield 0.00%
Options
Summary of all outstanding warrants and options to purchase of common stock	Weighted Average Weighted Remaining Average Contractual Options Exercise Price Life (years) Intrinsic Value Outstanding at November 30, 2018 900,000 $ 3.68 3.99 $ — Issued 300,000 $ 1.53 5.00 $ — Outstanding at May 31, 2019 1,200,000 $ 3.15 3.87 $ — Exercisable at May 31, 2019 975,000 $ 3.52 3.61 $ —
Schedule of fair value outstanding warrants and options issued to non-employees for services	For the six months ended May 31, 2019 2018 Exercise price $1.53 $3.00 Expected term (years) 5.0 5.0 Volatility 98.75% 127.70% Risk-free rate 2.03% 2.52% Dividend yield 0.00% 0.00%

Loss per share (Details)

Loss per share (Details) - shares	6 Months Ended
	May 31, 2019	May 31, 2018
Loss per share
Warrants	4,984,000	4,878,000
Convertible Notes	2,092,000
Stock Options	1,200,000	500,000

Convertible Notes - Long-term c

Convertible Notes - Long-term carrying value of convertible notes (Details) - USD ($)	May 31, 2019	Nov. 30, 2018
Convertible Notes
Principal value	$ 4,000,000	$ 4,000,000
Fair value of bifurcated contingent put option	540,000	262,000
Debt discount	$ (870,388)	$ (1,388,728)
Carrying value of convertible notes	3,669,612	2,873,272
Total long-term carrying value of convertible notes	$ 3,669,612	$ 2,873,272

Convertible Notes - Fair Value

Convertible Notes - Fair Value Measurement Inputs (Details) - Convertible Debt	3 Months Ended	6 Months Ended
	May 31, 2019USD ($)item	May 31, 2019USD ($)item	Nov. 30, 2018item
Convertible Notes
Amortization of the debt discount | $	$ 282,000	$ 518,000
Stock price
Convertible Notes
Input	1.53	1.53
Stock price | Minimum
Convertible Notes
Input			1.95
Stock price | Maximum
Convertible Notes
Input			2.97
Terms (years)
Convertible Notes
Input	0.8	0.8
Terms (years) | Minimum
Convertible Notes
Input			1.2
Terms (years) | Maximum
Convertible Notes
Input			1.4
Volatility
Convertible Notes
Input	84.61	84.61
Volatility | Minimum
Convertible Notes
Input			72.1
Volatility | Maximum
Convertible Notes
Input			76.5
Risk-free rate | Minimum
Convertible Notes
Input	2.21	2.21	2.4
Risk-free rate | Maximum
Convertible Notes
Input	2.38	2.38	2.5
Dividend yield
Convertible Notes
Input	0	0	0
Discount rate
Convertible Notes
Input	35.17	35.17	35.17

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)	Apr. 09, 2019	Mar. 09, 2019	Dec. 31, 2016	Oct. 29, 2015	May 31, 2019	May 31, 2018	May 31, 2019	May 31, 2018	Nov. 30, 2018
Commitments and Contingencies
General and administrative expenses					$ 7,500	$ 7,500	$ 15,000	$ 15,000
Research and development expenses					$ 1,071,416	$ 782,188	$ 1,886,115	$ 1,635,613
Legal agreement
Commitments and Contingencies
Term of option to acquire license (in years)							3 years
Lease agreement
Commitments and Contingencies
Lease cost per annum			$ 30,000
Renewal term (in years)			3 years
Mannin agreement
Commitments and Contingencies
License agreement (in years)				4 years
Shares issued in exchange for extension of option period	100,000
Research and development expenses							$ 1,277,000		$ 1,220,000
Washington university
Commitments and Contingencies
Initial fee		$ 88,000
Washington university | Minimum
Commitments and Contingencies
Annual maintenance fees		15,000
Washington university | Maximum
Commitments and Contingencies
Annual maintenance fees		$ 75,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2019	May 31, 2018	May 31, 2019	May 31, 2018
Related Party Transactions
Consulting and legal expenses	$ 90,000	$ 60,000	$ 192,446	$ 120,000

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Details) - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2019	May 31, 2018	May 31, 2019	May 31, 2018	Nov. 30, 2018
Common stock, par value	$ 0.001		$ 0.001		$ 0.001
Common stock, shares authorized	250,000,000		250,000,000		250,000,000
Preferred stock, par value	$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares authorized	100,000,000		100,000,000		100,000,000
Stock issued for services	$ 524,706	$ 279,986	$ 1,008,481	$ 771,867
General and Administrative Expense
Stock issued for services (in shares)			386,900
Stock issued for services			$ 728,000

Warrants and Options - Summary

Warrants and Options - Summary of warrants (Details) - Warrants - $ / shares	6 Months Ended	12 Months Ended
	May 31, 2019	Nov. 30, 2018
Warrants
Outstanding at November 30, 2018	4,984,058
Outstanding at May 31, 2019	4,984,058	4,984,058
Exercisable at May 31, 2019	4,902,058
Weighted Average Exercise Price
Outstanding at November 30, 2018	$ 3.48
Outstanding at May 31, 2019	3.48	$ 3.48
Exercisable at May 31, 2019	$ 3.50
Weighted Average Remaining Contractual Life (years)
Outstanding at November 30, 2018		3 years 6 months 4 days
Issued	0 years
Expired	0 years
Outstanding at May 31, 2019	3 years 4 days
Exercisable at May 31, 2019	2 years 11 months 27 days
Intrinsic Value
Outstanding at November 30, 2018		$ 250,000
Outstanding at May 31, 2019	$ 40,000
Exercisable at May 31, 2019	$ 40,000

Warrants and Options - Fair val

Warrants and Options - Fair value of outstanding warrants (Details) - Warrants	3 Months Ended
	May 31, 2018$ / shares
Dividend yield	0.00%
Minimum
Stock price	$ 2.92
Term (years)	2 years
Volatility	124.88%
Risk-free rate	2.25%
Maximum
Stock price	$ 3.40
Term (years)	4 years 3 months 18 days
Volatility	130.31%
Risk-free rate	2.68%

Warrants and Options - Options

Warrants and Options - Options issued for services (Details) - Options - $ / shares	6 Months Ended	12 Months Ended
	May 31, 2019	Nov. 30, 2018
Options
Outstanding at November 30, 2018	900,000
Issued	300,000
Outstanding at May 31, 2019	1,200,000	900,000
Exercisable at May 31, 2019	975,000
Weighted Average Exercise Price
Outstanding at November 30, 2018	$ 3.68
Issued	1.53
Outstanding at May 31, 2019	3.15	$ 3.68
Exercisable at May 31, 2019	$ 3.52
Weighted Average Remaining Contractual Life (years)
Outstanding at November 30, 2018		3 years 11 months 27 days
Issued	5 years
Outstanding at May 31, 2019	3 years 10 months 13 days
Exercisable at May 31, 2019	3 years 7 months 10 days

Warrants and Options - Fair v_2

Warrants and Options - Fair value of options (Details) - Options - $ / shares	6 Months Ended
	May 31, 2019	May 31, 2018
Exercise price	$ 1.53	$ 3
Expected term (years)	5 years	5 years
Volatility	98.75%	127.70%
Risk-free rate	2.03%	2.52%
Dividend yield	0.00%	0.00%

Warrants and Options - Stock-ba

Warrants and Options - Stock-based Compensation (Details) - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2019	May 31, 2018	May 31, 2019	May 31, 2018
Share-based Compensation			$ 1,008,481	$ 771,867
Consultants and employees | Warrants and options
Share-based Compensation	$ 123,000	$ 164,000	$ 280,000	$ 567,000

Warrants and Options (Details)

Warrants and Options (Details)	May 31, 2019USD ($)
Warrants and Options
Unrecognized stock-based compensation	$ 319,000