Q BioMed (QBIO) 10-Q 7 Jul 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	May 31, 2016	Jul. 06, 2016
Document and Entity Information
Entity Registrant Name	Q BIOMED INC.
Document Type	10-Q
Document Period End Date	May 31, 2016
Amendment Flag	false
Entity Central Index Key	1,596,062
Current Fiscal Year End Date	--11-30
Entity Common Stock, Shares Outstanding		8,869,985
Entity Filer Category	Smaller Reporting Company
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Trading Symbol	QBIO

Condensed Balance Sheets (unaud

Condensed Balance Sheets (unaudited) - USD ($)	Jul. 06, 2016	Nov. 30, 2015
Current assets:
Cash and cash equivalents	$ 162,953	$ 131,408
Prepaid expenses	6,495
Total current assets	169,448	131,408
Total assets	169,448	131,408
Current liabilities:
Accounts payable and accrued expenses	76,876	58,802
Accounts payable - related party		30,000
Accrued interest payable	27,912	2,511
Convertible notes payable (See Note 4)	258,457
Total current liabilities	363,245	91,313
Long-term Liabilities:
Convertible notes payable (See Note 4)	791,698	296,000
Total long term liabilities	791,698	296,000
Total liabilities	1,154,943	387,313
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding as of May 31, 2016 and November 30, 2015
Common stock, $0.001 par value; 250,000,000 and 100,000,000 shares authorized; 8,838,285 and 8,597,131 shares issued and outstanding as of May 31, 2016 and November 30, 2015, respectively	8,838	8,597
Additional paid-in capital	3,233,968	865,690
Accumulated deficit	(4,228,301)	(1,130,192)
Total stockholders' equity (deficit)	(985,495)	(255,905)
Total liabilities and stockholders’ Equity (deficit)	$ 169,448	$ 131,408

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jul. 06, 2016	Nov. 30, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, issued
Preferred stock, outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	100,000,000
Common stock, shares issued	8,838,285	8,597,131
Common stock, shares outstanding	8,838,285	8,597,131

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015
Operating expenses:
General and administrative expenses	$ 2,486,904	$ 11,982	$ 705,768	$ 3,798
Research and development expenses	220,278		70,278
Total operating expenses	2,707,182	11,982	776,046	3,798
Other (income) expense:
Interest expense	189,749		102,907
Loss on conversion of debt	60,178
Loss on issuance of convertible debt	453,000		89,000
Change in fair value of embedded conversion option	(312,000)		(184,000)
Total other expenses	390,927		7,907
Net loss	$ (3,098,109)	$ (11,982)	$ (783,953)	$ (3,798)
Net loss per share - basic and diluted	$ (0.36)	$ 0	$ (0.09)	$ 0
Weighted average shares outstanding, basic and diluted	8,721,511	8,688,187	8,777,122	9,239,130

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	May 31, 2016	May 31, 2015
Cash flows from operating activities:
Net loss	$ (3,098,109)	$ (11,982)
Adjustments to reconcile net loss to net cash used in operating activities
Issuance of common stock and warrant for services	1,342,148
Issuance of warrants for services to related party	765,000
Issuance of common stock for services to related party		20,000
Change in fair value of embedded conversion option	(312,000)
Accretion of debt discount	164,180
Loss on conversion of debt	60,178
Loss on issuance of convertible debt	453,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	18,074	(1,035)
Accrued interest payable	25,569
Prepaid expenses	(6,495)	(18,917)
Net cash used by operating activities	(588,455)	(11,934)
Cash flows from financing activities:
Proceeds received from issuance of convertible notes	570,000
Proceeds received from issuance of common stock and warrants	50,000
Net cash provided by financing activities	620,000
Net increase (decrease) in cash and cash equivalents	31,545	(11,934)
Cash and cash equivalents at beginning of period	131,408	12,649
Cash and cash equivalents at end of period	162,953	715
Non-cash financing activities:
Issuance of common stock upon conversion of convertible notes payable	121,193
Issuance of warrants to settle accounts payable to related party	30,000
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, 2016
Accounting Policies [Abstract]
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”) (formerly ISMO Tech Solutions, Inc.), 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, out-licensing, sale or spinoff new public companies.

Basis of Presentation

Basis of Presentation	6 Months Ended
	May 31, 2016
Notes to Financial Statements
Basis of Presentation	Note 2 - Basis of Presentation On August 5, 2015, the Company recorded a stock split effectuated in the form a stock dividend. The stock dividend was paid at a rate of 1.5 “additional” shares for every one issued and outstanding share held. All common share amounts and references to share and per share amounts in the condensed financial statements and accompanying notes have been retroactively restated to reflect the stock dividend as a stock split. The accompanying interim period unaudited condensed 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. The condensed balance sheet as of May 31, 2016, the condensed statements of operations for the three and six months ended May 31, 2016 and 2015, and the condensed statements of cash flows for the six months ended May 31, 2016 and 2015, are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of its financial position, operating results and cash flows for the periods presented. The condensed balance sheet at November 30, 2015 has been derived from audited financial statements included in the Company's Form 10-K, most recently filed with the SEC on March 11, 2016 (as amended on March 15, 2016 solely to include interactive data files, the “Form 10-K”). The results for the three and six months ended May 31, 2016 are not necessarily indicative of the results expected for the full fiscal year or any other period. The accompanying interim period unaudited condensed financial statements and related financial information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K. 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 or separate business entities. Going Concern The Company had a working capital deficit of approximately $194,000 as of May 31, 2016. The accompanying condensed financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had a net loss of approximately $784,000 and $3.1 million during the three and six months ended May 31, 2016, respectively, and had net cash used in operating activities of approximately $588,000 during the six months ended May 31, 2016. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern depends on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company depends upon its ability, and will continue to attempt, to secure equity and/or debt financing. The Company might not be successful, and without sufficient financing it would be unlikely for the Company to continue as a going concern. The accompanying 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, 2016
Accounting Policies [Abstract]
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, 2015 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, other than those detailed below. Fair value of financial instruments Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2016 and November 30, 2015. The respective carrying value of cash and cash equivalents, accounts payable, accounts payable – related party, accrued expenses, and accrued interest approximated their fair values as they are short term in nature. The fair value measurement of the embedded conversion option is a Level 3 estimate (see 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. Potentially dilutive securities at 5/31/16 Number of shares Warrants (Note 8) 470,000 Convertible debt (Note 4) 401,280 Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective or adopted, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Convertible Notes

Convertible Notes	6 Months Ended
	May 31, 2016
Notes to Financial Statements
Convertible Notes	Note 4 – Convertible Notes May 31, 2016 November 30, 2015 Series A Notes: Principal value of 10%, convertible at $2.09 and $1.92 at May 31, 2016 and November 30, 2015, repectively. $ 37,500 $ 50,000 Fair value of bifurcated embedded conversion option of Series A Notes 33,000 64,000 Debt discount (11,574) (28,832) Carrying value of Series A Notes 58,926 85,168 Series B Notes: Principal value of 10%, convertible at $2.09 and $1.92 at May 31, 2016 and November 30, 2015, repectively. $ 80,000 $ 50,000 Fair value of bifurcated embedded conversion option of Series B Notes 72,000 64,000 Debt discount (43,381) (34,744) Carrying value of Series B Notes 108,619 79,256 Series C Notes: Principal value of 10%, convertible at $1.55 at May 31, 2016 and November 30, 2015. $ 535,000 $ 85,000 Fair value of bifurcated embedded conversion option of Series C Notes 727,000 101,000 Debt discount (379,390) (54,424) Carrying value of Series C Notes 882,610 131,576 Total short-term carrying value of convertible notes $ 258,457 $ - Total long-term carrying value of convertible notes $ 791,698 $ 296,000 Series A Notes The Series A convertible notes payable (the “Series A Notes”) are due and payable 18 months after issuance and bear interest at 10% per annum. At the election of the holder, outstanding principal and accrued but unpaid interest under the Series A Notes is convertible into shares of the Company’s common stock at any time prior to maturity at a conversion price per share equal to the higher of: (i) forty percent (40%) discount to the average closing price for the ten (10) consecutive trading days immediately preceding the notice of conversion or (ii) $1.25 per share. At maturity, any remaining outstanding principal and accrued but unpaid interest outstanding under the Series A Notes will automatically convert into shares of the Company’s common stock under the same terms. Series B Notes The Series B convertible notes payable (the “Series B Notes”) have the same terms as the Series A Notes. During the six months ended May 31, 2016, the Company issued an additional of $105,000 in principal of Series B notes to third party investors. Series C Notes The Series C convertible notes payable (the “Series C Notes”) have the same terms as the Series A and B Notes, except that, at the election of the holder, outstanding principal and accrued but unpaid interest under the Series C Notes is convertible into shares of the Company’s common stock at a conversion price per share equal to the lesser of a 40% discount to the average closing price for the 10 consecutive trading days immediately preceding the notice of conversion or $1.55, but in no event shall the conversion price be lower than $1.25 per share. If the average VWAP, as defined in the agreement prior to the maturity date is less than $1.25 per share, the lender has the right to demand repayment of principal and interest. At no point since issuance has the conversion rate falls below $1.25 per share. During the six months ended May 31, 2016, the Company issued an additional of $465,000 in principal of Series C notes to third party investors. Debt Discount In connection with the issuance of the Series A, B and C Notes during the six months ended May 31, 2016, the Company recognized a debt discount of approximately $505,000, and a loss on issuance of $453,000, which represents the excess of the fair value of the embedded conversion over the principal amount of convertible debt issued. The embedded conversion feature is separately measured at fair value, with changes in fair value recognized in current operations. Management used a binomial valuation model, with fourteen steps of the binomial tree, to estimate the fair value of the embedded conversion option at issuance of the convertible note issued during the six months ended May 31, 2016, with the following key inputs: At inception Stock price $3.32 - $4.24 Terms (years) 1.5 Volatility 146.08% - 154.7% Risk-free rate 0.58% - 1% Dividend yield 0.00% The debt discount is amortized to interest expense using the effective interest method over the term of the notes. During the six months ended May 31, 2016, the Company recognized interest expense of approximately $164,000 resulting from amortization of the debt discount. Embedded conversion options As of May 31, 2016, the embedded conversion options have an aggregate fair value of $832,000 and are presented on a combined basis with the related loan host in the Company’s balance sheet. The table below presents changes in fair value for the embedded conversion options, which is a Level 3 fair value measurement: Rollforward of Level 3 Fair Value Measurement for the Six Months Ended May 31, 2016 Balance at November 30, 2015 Issuance Net unrealized gain/(loss) Settlements Balance at May 31, 2016 229,000 958,000 (312,000) (43,000) 832,000 Management used a binomial valuation model, with fourteen steps of the binomial tree, to estimate the fair value of the embedded conversion option at May 31, 2016, with the following key inputs: As of May 31, 2016 Stock price $3.05 - $4.24 Terms (years) 0.75 - 1.1 Volatility 123.53% - 154.70% Risk-free rate 0.58% - 1% Dividend yield 0.00% Conversions of debt The following conversions of convertible notes occurred during the six months ended May 31, 2106: Conversion of debts Principal Shares Series A conversions 12,500 5,734 Series B conversions 75,000 34,811 Series C conversions 15,000 6,159 Total $ 102,500 46,704 As the embedded conversion option had been separately measured at fair value, the conversion of the loan host was recognized as an extinguishment of debt. The Company recorded a loss on conversion of debt of approximately $60,000 as the difference between the carrying value of the debt and the bifurcated conversion option with the fair value of the common stock issued on conversion date. Events of default The Company will be in default of the convertible notes payable, and all amounts outstanding will become immediately due and payable upon: (i) maturity, (ii) any bankruptcy, insolvency, reorganization, cessation of operation, or liquidation events, (iii) if any money judgement, writ or similar process filed against the Company for more than $150,000 remains unvacated, unbonded or unstayed for a period of twenty (20) days, (iv) the Company fails to maintain the listing of the common stock on at least one of the OTC markets or the equivalent replacement exchange, (v) the Company’s failure to maintain any material intellectual property rights, personal, real property or other assets that are necessary to conduct its business, (vi) the restatement of any financial statements filed with the U.S. Securities and Exchange Commission (“SEC”) for any period from two years prior to the notes issuance date and until the notes are no longer outstanding, if the restatement would have constituted a material adverse effect of the rights of the holders of the notes, (vii) the Company effectuates a reverse stock split of its common stock without twenty (20) days prior written notice to the notes’ holders, (viii) in the event that the Company replaces its transfer agent but fails to provide, prior to the effective date, a fully executed irrevocable transfer agent instructions signed by the successor transfer agent and the Company, (ix) in the event that the Company depletes the share reserve and fails to increase the number of shares within three (3) business days, (x) if the Company fails to remain current in its filings with the SEC for more than 30 days after the filing deadline, (xi) after 12 months following the date the Company no longer deems itself a shell company as reflected in a ’34 Act filing, the Lenders are unable to convert the notes into free trading shares, and (xii) upon fundamental change of management. The Company is currently not in default for any convertible notes issued.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	May 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 – Commitments and Contingencies Advisory Agreement The Company entered into customary consulting arrangements with various counterparties to provide consulting services, business development and investor relations services. During the six months ended May 31, 2016, the Company issued 174,450 shares of the Company’s common stock and a five-year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $3.00 per share. The warrant vests 25% per quarter over the next year. During the six months ended May 31, 2015, the Company issued an aggregate of 2.5 million shares of the Company’s common stock to a related party for advisory services. As a result, the Company recorded approximately $1.3 million and $20,000 within general and administrative expenses in the accompanying unaudited Condensed Statements of Operations during the six months ended May 31, 2016 and 2015, respectively. Finders’ Agreement In May 2016, the Company entered into a one-year agreement to engage a financial advisor to assist the Company on its search for potential investors, vendors or partners to engage in a license, merger, joint venture or other business arrangement. As a compensation for their efforts, the Company agreed to pay the financial advisor a fee equal to 8% in cash and 8% in warrants of all consideration received by the Company. As of May 31, 2016, the Company has not incurred any finders’ fees pursuant to the agreement. License Agreement Mannin Pursuant to the license agreement with Mannin as disclosed in the Company’s Annual Form 10-K, most recently filed with the SEC on March 11, 2016 (as amended on March 15, 2016 solely to include interactive data files, the “Form 10-K”), the Company has an option to purchase the IP within the next four years in exchange for: (i) investing a minimum of $4,000,000 into the development of the intellectual property and (ii) possibly issuing additional shares of the Company’s common stock based on meeting pre-determined valuation and market conditions. The purchase price for the IP is $30,000,000 less the amount of cash paid by the Company for development of the drop treatment and the value of the common stock issued to the vendor. During the three and six months ended May 31, 2016, the Company incurred approximately $70,000 and $220,000 in research and development expenses to fund the costs of development of the drop treatment for glaucoma pursuant the Exclusive License. In the event that: (i) the Company does not exercise the option to purchase the IP; (ii) the Company fails to invest the $4,000,000 within four years from the date of the Exclusive License; or (iii) the Company fails to make a diligent, good faith and commercially reasonable effort to progress the IP, all IP shall revert to the vendor and the Company will be granted the right to collect twice the monies invested through that date of reversion by way of a royalty along with other consideration which may be perpetual. Legal The Company is not currently involved in any legal matters arising in the normal course of business. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. 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.

Related Party Transactions

Related Party Transactions	6 Months Ended
	May 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 - Related Party Transactions In January 2016, the Company issued a five-year warrant to a director and general counsel of the Company to purchase 250,000 shares of common stock at a price of $4.15 per share, valued at $795,000 based on management’s estimate using the Black-Scholes option-valuation model as described in Note 8, to the director for services and settlement of $30,000 in accounts payable. The warrant is fully vested and is also exercisable on a cashless basis.

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	6 Months Ended
	May 31, 2016
Disclosure Text Block [Abstract]
Stockholders' Equity (Deficit)	Note 7 - Stockholders’ Deficit As of May 31, 2016, 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. Private Placement In May 2016, the Company entered into a subscription agreement with an investor in connection with the Company’s private placement (“Private Placement”), generating gross proceeds of $50,000 by selling 20,000 units (each, a “Unit”) at a price per unit of $2.50, with each Unit consisting of one share of common stock and a two-year warrant to purchase one share of the Company’s common stock at an exercise price of $3.50 per share. The subscription agreement requires the Company to issue the investor additional common shares if the Company were to issue common stock or issue securities convertible or exercisable into shares of common stock at a price below $2.50 per share within 90 days from the closing of the Private Placement. The additional shares are determined as the difference between the proceeds of the subscription divided by the new common stock price less the shares originally purchased upon closing of the Private Placement.

Warrants

Warrants	6 Months Ended
	May 31, 2016
Notes to Financial Statements
Warrants	Note 8 - Warrants The following represents a summary of outstanding warrants to purchase the Company’s common stock at May 31, 2016 and changes during the period then ended: Weighted Average Warrants Exercise Price Outstanding at November 30, 2015 100,000 $ 2.18 Granted 370,000 3.80 Expired/ Forfeited - - Outstanding at May 31, 2016 470,000 $ 3.46 Exercisable at May 31, 2016 157,500 $ 3.26 Fair value of the warrants was calculated using the Black-Scholes option-valuation model, with the following key inputs: For the six months ended May 31, 2016 Stock price $3.05 - $4.15 Terms (years) 2 - 5 Volatility 101.13% - 147.36% Risk-free rate 0.76% - 1.76% Dividend yield 0.00%

Subsequent Events

Subsequent Events	6 Months Ended
	May 31, 2016
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events In June 2016, the Company issued an aggregate of 31,700 shares of the Company common stock to two vendors for investor relations and introductory services. Also in June 2016, the Company issued a new Series C convertible note to a third party investor for an aggregate amount of $85,000 in principal. The note has a term of 18 months, bears a 10% interest rate, and has the same conversion terms with all other Series C notes (see Note 4)

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	May 31, 2016
Disclosure Text Block [Abstract]
Fair value of financial instruments	Fair value of financial instruments Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2016 and November 30, 2015. The respective carrying value of cash and cash equivalents, accounts payable, accounts payable – related party, accrued expenses, and accrued interest approximated their fair values as they are short term in nature. The fair value measurement of the embedded conversion option is a Level 3 estimate (see Note 4).
Loss per share	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. Potentially dilutive securities at 5/31/16 Number of shares Warrants (Note 8) 470,000 Convertible debt (Note 4) 401,280
Recent accounting pronouncements	Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective or adopted, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	May 31, 2016
Disclosure Text Block [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	Potentially dilutive securities at 5/31/16 Number of shares Warrants (Note 8) 470,000 Convertible debt (Note 4) 401,280

Convertible Notes (Tables)

Convertible Notes (Tables)	6 Months Ended
	May 31, 2016
Notes to Financial Statements
Convertible Notes	May 31, 2016 November 30, 2015 Series A Notes: Principal value of 10%, convertible at $2.09 and $1.92 at May 31, 2016 and November 30, 2015, repectively. $ 37,500 $ 50,000 Fair value of bifurcated embedded conversion option of Series A Notes 33,000 64,000 Debt discount (11,574) (28,832) Carrying value of Series A Notes 58,926 85,168 Series B Notes: Principal value of 10%, convertible at $2.09 and $1.92 at May 31, 2016 and November 30, 2015, repectively. $ 80,000 $ 50,000 Fair value of bifurcated embedded conversion option of Series B Notes 72,000 64,000 Debt discount (43,381) (34,744) Carrying value of Series B Notes 108,619 79,256 Series C Notes: Principal value of 10%, convertible at $1.55 at May 31, 2016 and November 30, 2015. $ 535,000 $ 85,000 Fair value of bifurcated embedded conversion option of Series C Notes 727,000 101,000 Debt discount (379,390) (54,424) Carrying value of Series C Notes 882,610 131,576 Total short-term carrying value of convertible notes $ 258,457 $ - Total long-term carrying value of convertible notes $ 791,698 $ 296,000
Schedule of Share-based Compensation, Activity	At inception Stock price $3.32 - $4.24 Terms (years) 1.5 Volatility 146.08% - 154.7% Risk-free rate 0.58% - 1% Dividend yield 0.00%
Schedule of Stock Options Roll Forward	Rollforward of Level 3 Fair Value Measurement for the Six Months Ended May 31, 2016 Balance at November 30, 2015 Issuance Net unrealized gain/(loss) Settlements Balance at May 31, 2016 229,000 958,000 (312,000) (43,000) 832,000
Fair value of the embedded conversion	As of May 31, 2016 Stock price $3.05 - $4.24 Terms (years) 0.75 - 1.1 Volatility 123.53% - 154.70% Risk-free rate 0.58% - 1% Dividend yield 0.00%
Conversions of convertible notes	Conversion of debts Principal Shares Series A conversions 12,500 5,734 Series B conversions 75,000 34,811 Series C conversions 15,000 6,159 Total $ 102,500 46,704

Warrants (Tables)

Warrants (Tables)	6 Months Ended
	May 31, 2016
Notes to Financial Statements
Summary of outstanding warrants	Weighted Average Warrants Exercise Price Outstanding at November 30, 2015 100,000 $ 2.18 Granted 370,000 3.80 Expired/ Forfeited - - Outstanding at May 31, 2016 470,000 $ 3.46 Exercisable at May 31, 2016 157,500 $ 3.26
Fair value of the warrant	For the six months ended May 31, 2016 Stock price $3.05 - $4.15 Terms (years) 2 - 5 Volatility 101.13% - 147.36% Risk-free rate 0.76% - 1.76% Dividend yield 0.00%

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Details)	Jul. 06, 2016shares
Disclosure Text Block [Abstract]
Warrants	470,000
Conversion option	401,280

Basis of Presentation (Detail N

Basis of Presentation (Detail Narrative) - USD ($)	6 Months Ended
	May 31, 2016	Jul. 06, 2016	Nov. 30, 2015
Notes to Financial Statements
Accumulated deficit		$ (4,228,301)	$ (1,130,192)
Working capital deficit		$ 194,000
Net loss	$ 784,000
Net cash used in operating activities	$ 588,000

Convertible Notes (Details)

Convertible Notes (Details) - USD ($)	Jul. 06, 2016	May 31, 2016	Nov. 30, 2015
Total short-term carrying value of convertible notes	$ 258,457
Total long-term carrying value of convertible notes	$ 791,698		296,000
Series A [Member]
Principal		$ 37,500	50,000
Fair value embedded conversion		33,000	64,000
Debt discount		(11,574)	(28,832)
Carrying value of Series A Notes		58,926	85,168
Series B [Member]
Principal		80,000	50,000
Fair value embedded conversion		72,000	64,000
Debt discount		(43,381)	(34,744)
Carrying value of Series A Notes		108,619	79,256
Series C [Member]
Principal		535,000	85,000
Fair value embedded conversion		727,000	101,000
Debt discount		(379,390)	(54,424)
Carrying value of Series A Notes		$ 882,610	$ 131,576

Convertible Notes (Details 1)

Convertible Notes (Details 1)	6 Months Ended
	May 31, 2016$ / shares
Dividend yield	0.00%
Maximum [Member]
Terms (years)	1 year 6 months
Volatility	146.08%
Minimum [Member]
Stock price	$ 4.24
Volatility	154.70%
Risk-free rate	1.00%

Convertible Notes (Details 2)

Convertible Notes (Details 2)	6 Months Ended
	May 31, 2016USD ($)
Notes to Financial Statements
Balance, Beginning of year	$ 229,000
Issuance	958,000
Net unrealized gain/(loss)	(312,000)
Settlements	$ (43,000)

Convertible Notes (Details 3)

Convertible Notes (Details 3)	6 Months Ended
	May 31, 2016$ / shares
Dividend yield	0.00%
Stock option [Member]
Stock price	$ 3.05
Terms (years)	9 months
Volatility	123.53%
Risk-free rate	0.58%
Minimum [Member]
Stock price	$ 4.24
Terms (years)	1 year 1 month 6 days
Volatility	154.70%
Risk-free rate	1.00%

Convertible Notes (Details 4)

Convertible Notes (Details 4)	6 Months Ended
	May 31, 2016USD ($)shares
Principal of conversion of debts | $	$ 102,500
Shares of conversion of debts | shares	46,704
Series A [Member]
Principal of conversion of debts | $	$ 12,500
Shares of conversion of debts | shares	5,734
Series B [Member]
Principal of conversion of debts | $	$ 75,000
Shares of conversion of debts | shares	34,811
Series C [Member]
Principal of conversion of debts | $	$ 15,000
Shares of conversion of debts | shares	6,159

Convertible Notes (Details Narr

Convertible Notes (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015	Jul. 06, 2016
Conversion price			1.25
Debt discount					$ 505,000
Interest expense			$ 164,000
Embedded conversion option has a fair value	$ (312,000)		(184,000)
Conversion of note			60,000
Loss on extinguishment of debt			453,000
Series C [Member]
Aggregate principal balance	465,000		465,000
Series B [Member]
Aggregate principal balance	$ 105,000		$ 105,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	May 31, 2016	May 31, 2016	May 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Research and development expenses	$ 70,000	$ 220,000
Warrant Purchased		100,000
Exercise price		$ 3
Common stock to a related party for advisory services		2,500,000
General and administrative expenses		$ 1,300,000	$ 20,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	May 31, 2016	Jul. 06, 2016
Related Party Transactions [Abstract]
Officer compensation	$ 795,000
Accounts payable		$ 30,000
Common stock at a price		$ 4.15
Warrant to purchase		250,000

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details Narrative) - $ / shares	Jul. 06, 2016	Nov. 30, 2015
Disclosure Text Block [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	100,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000

Warrants (Details)

Warrants (Details)	6 Months Ended
	May 31, 2016$ / sharesshares
Warrants
Outstanding at November 30, 2015 | shares	100,000
Granted | shares	370,000
Expired/ Forfeited | shares
Exercisable at May 31, 201 | shares	157,500
Weighted Average Exercise Price
Outstanding at November 30, 2015 | $ / shares	$ 2.18
Granted | $ / shares	3.80
Expired/ Forfeited | $ / shares
Exercisable at May 31, 201 | $ / shares	$ 3.26

Warrants (Details 1)

Warrants (Details 1)	6 Months Ended
	May 31, 2016$ / shares
Dividend yield	0.00%
Maximum [Member]
Stock price	$ 3.05
Terms (years)	2 years
Volatility	101.13%
Risk-free rate	0.76%
Minimum [Member]
Stock price	$ 4.15
Terms (years)	5 years
Volatility	147.36%
Risk-free rate	176.00%

Subsequent Events (Detail Narra

Subsequent Events (Detail Narrative)	Jul. 06, 2016USD ($)
Subsequent Events [Abstract]
Convertible note to a third party	$ 85,000