Q BioMed (QBIO) 10-Q 17 Apr 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Feb. 28, 2019	Apr. 12, 2019
Document and Entity Information
Entity Registrant Name	Q BIOMED INC.
Document Type	10-Q
Document Period End Date	Feb. 28, 2019
Amendment Flag	false
Entity Central Index Key	0001596062
Current Fiscal Year End Date	--11-30
Entity Common Stock, Shares Outstanding		14,651,283
Entity Filer Category	Non-accelerated Filer
Entity Voluntary Filers	No
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Trading Symbol	QBIO
Entity Emerging Growth Company	false
Entity Small Business	true

Condensed Balance Sheets (unaud

Condensed Balance Sheets (unaudited) - USD ($)	Feb. 28, 2019	Nov. 30, 2017
Current assets:
Cash	$ 1,313,481	$ 2,684,413
Prepaid expenses	8,121	12,500
Total current assets	1,321,602	2,696,913
Intangible assets, net	487,500	500,000
Total Assets	1,809,102	3,196,913
Current liabilities:
Accounts payable and accrued expenses	578,213	392,230
Accrued expenses - related party	7,500	7,500
Accrued interest payable	84,028	29,639
Total current liabilities	669,741	429,369
Long-term liabilities:
Convertible notes payable, net	3,136,396	2,873,272
Total long term liabilities	3,136,396	2,873,272
Total Liabilities	3,806,137	3,302,641
Stockholders' Equity:
Preferred stock, $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding as of February 28, 2019 and November 30, 2018
Common stock, $0.001 par value; 250,000,000 shares authorized; 14,466,155 and 14,290,236 shares issued and outstanding as of February 28, 2019 and November 30, 2018, respectively	14,465	14,290
Additional paid-in capital	32,477,729	31,994,129
Accumulated deficit	(34,489,229)	(32,114,147)
Total stockholders' equity deficit	(1,997,035)	356,244
Total Liabilities and Stockholders' Equity	$ 1,809,102	$ 3,196,913

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Feb. 28, 2019	Nov. 30, 2017
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	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	14,466,155	14,290,236
Common stock, shares outstanding	14,466,155	14,290,236

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended
	Feb. 28, 2019	Feb. 28, 2018
Operating expenses:
General and administrative expenses	$ 1,242,711	$ 1,320,754
Research and development expenses	814,699	853,425
Total operating expenses	2,057,410	2,174,179
Other income (expenses):
Interest expense	290,672
Change in fair value of embedded derivatives	27,000
Total other expenses	317,672
Net loss	$ (2,375,082)	$ (2,174,179)
Long-term Liabilities:
Net loss per share - basic and diluted	$ (0.16)	$ (0.17)
Weighted average shares outstanding, basic and diluted	14,404,289	12,727,442

Shareholders Equity

Shareholders Equity - 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	29,500
Share based compensation for services, Amount	$ 30	491,851		491,881
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			(2,174,179)	(2,174,179)
Ending balance, Shares at Feb. 28, 2018	13,947,784
Ending balance Amount at Feb. 28, 2018	$ 13,948	28,622,798	(25,017,549)	3,619,197
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	175,919
Share based compensation for services, Amount	$ 175	483,600		483,775
Net loss			(2,375,082)	(2,375,082)
Ending balance, Shares at Feb. 28, 2019	14,466,155
Ending balance Amount at Feb. 28, 2019	$ 14,465	$ 32,477,729	$ (34,489,229)	$ (1,997,035)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Feb. 28, 2019	Feb. 28, 2018
Cash flows from operating activities:
Net loss	$ (2,375,082)	$ (2,174,179)
Adjustments to reconcile net loss to net cash used in operating activities
Issuance of common stock, warrants and options for services	483,775	491,881
Change in fair value of embedded conversion option	27,000
Accretion of debt discount	236,124
Amortization expense	12,500
Changes in operating assets and liabilities:
Prepaid expenses	4,379
Accounts payable and accrued expenses	185,983	99,273
Accrued interest payable	54,389
Net cash used in operating activities	(1,370,932)	(1,583,025)
Cash flows from financing activities:
Proceeds received for issuance of common stock and warrants , net of offering costs		4,945,251
Net cash provided by financing activities		4,945,251
Net increase (decrease) in cash	(1,370,932)	3,362,226
Cash at beginning of period	2,684,413	824,783
Cash at end of period	1,313,481	4,187,009
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	3 Months Ended
	Feb. 28, 2019
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”), 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 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	3 Months Ended
	Feb. 28, 2019
Notes to Financial Statements
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. The Condensed Consolidated Balance Sheet as of February 28, 2019, the Condensed Consolidated Statements of Operations for the three months ended February 28, 2019 and 2018, and the Condensed Consolidated Statements of Cash Flows for the three months ended February 28, 2019 and 2018, 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 Consolidated Balance Sheet at November 30, 2018 has been derived from audited financial statements included in the Company's Form 10-K, most recently filed with the SEC on March 7, 2019. The results for the three months ended February 28, 2019 and 2018 are not necessarily indicative of the results expected for the full fiscal year or any other period. The accompanying interim period unaudited condensed consolidated 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. 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. As of February 28, 2019, the Company has raised operating funds through contacts, high net-worth individuals and strategic investors. 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 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	3 Months Ended
	Feb. 28, 2019
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, 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. Income Taxes Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. In its interim consolidated financial statements, the Company utilizes an expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of valuation allowance related to the Company’s net operating loss carryforward as a result of the historical losses of the Company. 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 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 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 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 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, 2019 did not impact the Company’s consolidated financial statements.

Loss per share

Loss per share	3 Months Ended
	Feb. 28, 2019
Earnings Per Share [Abstract]
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. For the Three Months Ended February 28, Potentially dilutive securities 2019 2018 Warrants 4,984,058 4,877,558 Convertible Notes 2,042,014 — Stock Options 900,000 500,000

Convertiables Notes

Convertiables Notes	3 Months Ended
	Feb. 28, 2019
Debt Disclosure [Abstract]
Convertiables Notes	Note 5 - Convertible Notes February 28, 2019 November 30, 2018 Convertible Notes: Principal value of 5.5%, convertible at $2.00 at February 28, 2019 and November 30, 2018, due March 21, 2020 $ 4,000,000 $ 4,000,000.00 Fair value of bifurcated contingent put option of convertible notes 289,000 262,000 Debt discount (1,152,604 ) (1,388,728 ) Carrying value of convertible notes 3,136,396 2,873,272 Total long-term carrying value of convertible notes $ 3,136,396 $ 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 Consolidated Statement of Operations. The maximum redemption is discounted at 35.17%, the calculated effective rate of the convertible notes before measurement of the contingent put option. The fair value estimate is a Level 3 measurement. The Company estimated the fair value of the monthly payment provision, using probability analysis of the occurrence of a Triggering Date applied to the discounted maximum redemption premium for any given payment with the following key inputs: For the Three Months Ended February 28, 2019 Stock price $1.88 Terms (years) 1.0 - 1.1 Volatility 81.70% Risk-free rate 2.44 - 2.54% Dividend yield 0.00% Amortization of the debt discount associated with the convertible notes was approximately $236,000 for the three-month period ended February 28, 2019 and was included in interest expense in the accompanying condensed consolidated statements of operations.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Feb. 28, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 – Commitments and Contingencies Legal 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. In exchange for the consideration, the Company agreed, upon reaching various milestones, to issue to BNI an aggregate of up to 110,000 shares of common stock and to provide funding to BNI for an aggregate of $850,000 in cash. Under the agreement, once the Company has funded up to $850,000 in cash, the Company may exercise the option to acquire the BNI IP at no additional charge. By our accounts, the Company have provided BNI with over $950,000 in cash. The Company has exercised our option to acquire the BNI IP, but BNI has not transferred the BNI IP to us. 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. 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. 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 February 28, 2019 2018 Rent expense $ 7,500 $ 7,500 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. During the three months ended February 28, 2019 and 2018, the Company incurred approximately $604,000 and $619,000, respectively, in research and development expenses to fund the costs of development of the eye drop treatment for glaucoma pursuant to the Exclusive License.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Feb. 28, 2019
Related Party Transactions [Abstract]
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 February 28, 2019 2018 Consulting and legal expenses $ 102,446 $ 60,000

Stockholders_ Equity Deficit

Stockholders’ Equity Deficit	3 Months Ended
	Feb. 28, 2019
Disclosure Text Block [Abstract]
Stockholders' Equity (Deficit)	Note 8 - Stockholders’ Equity Deficit As of February 28, 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 three months ended February 28, 2019, the Company issued an aggregate of 175,919 shares of the Company common stock to various vendors for advisory services, valued at approximately $327,000 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	3 Months Ended
	Feb. 28, 2019
Notes to Financial Statements
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, 2019 and the changes during the period then ended: Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Intrinsic Value Outstanding at November 30, 2018 4,984,058 $ 3.48 3.51 $ 250,000 Issued — $ — — $ — Expired — $ — — $ — Outstanding at February 28, 2019 4,984,058 $ 3.48 3.26 $ 215,000 Exercisable at February 28, 2019 4,868,558 $ 3.50 3.24 $ 215,000 Fair value of all outstanding warrants issued to non-employees for services was calculated with the following key inputs: For the Three Months Ended February 28, 2019 2018 Stock price $1.95 $2.99 - $4.80 Term (years) 2.5 - 4.8 3.0 - 5.0 Volatility 105 - 128% 122.78 - 131.37% Risk-free rate 2.80 - 2.84% 1.78 - 2.65% Dividend yield 0.00% 0.00% Options issued for services The following represents a summary of all outstanding options to purchase the Company’s common stock at February 28, 2019 and the changes during the period then ended: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Intrinsic Value Outstanding at November 30, 2018 900,000 $ 3.68 3.99 $ — Issued — $ — — $ — Outstanding at February 28, 2019 900,000 $ 3.68 3.74 $ — Exercisable at February 28, 2019 800,000 $ 3.72 3.68 $ — Fair value of options issued in the three-month period ended February 28, 2018 was calculated with the following key inputs. No options were granted in the three-month period ended February 28, 2019. For the Three Months Ended February 28, 2018 Exercise price $3.00 Expected term (years) 5.0 Volatility 127.70% Risk-free rate 2.52% Dividend yield 0.00% Stock-based Compensation The Company recognized general and administrative expenses of approximately $157,000 and $402,000 as a result of the shares, outstanding warrants and options issued to consultants and employees during the three months ended February 28, 2019 and 2018, respectively. As of February 28, 2019, the estimated unrecognized stock-based compensation associate with these agreements is approximately $82,000 and will be recognized over the next four months.

Subsequent Events

Subsequent Events	3 Months Ended
	Feb. 28, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 10 – Subsequent Events Issuance of shares for services On April 9, 2019, the Company issued an aggregate of 185,128 shares of the Company’s common stock to various vendors for advisory services and the extension of the Mannin Purchase Option Agreement. Entry into Exclusive License Agreement 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. Entry into Amendment to Patent and Technology License and Purchase Option Agreement 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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Feb. 28, 2019
Disclosure Text Block [Abstract]
Income Taxes	Income Taxes Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. In its interim consolidated financial statements, the Company utilizes an expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of valuation allowance related to the Company’s net operating loss carryforward as a result of the historical losses of the Company.
Recent accounting pronouncements	Recent accounting pronouncements On February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 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.
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 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting

Loss per share (Table)

Loss per share (Table)	3 Months Ended
	Feb. 28, 2019
Earnings Per Share [Abstract]
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. For the Three Months Ended February 28, Potentially dilutive securities 2019 2018 Warrants 4,984,058 4,877,558 Convertible Notes 2,042,014 — Stock Options 900,000 500,000

Convertiables Notes (Tables)

Convertiables Notes (Tables)	3 Months Ended
	Feb. 28, 2019
Debt Disclosure [Abstract]
Long-term carrying value of convertible notes	February 28, 2019 November 30, 2018 Convertible Notes: Principal value of 5.5%, convertible at $2.00 at February 28, 2019 and November 30, 2018, due March 21, 2020 $ 4,000,000 $ 4,000,000.00 Fair value of bifurcated contingent put option of convertible notes 289,000 262,000 Debt discount (1,152,604 ) (1,388,728 ) Carrying value of convertible notes 3,136,396 2,873,272 Total long-term carrying value of convertible notes $ 3,136,396 $ 2,873,272
Fair Value Measurement Inputs and Valuation Techniques	. The Company estimated the fair value of the monthly payment provision, using probability analysis of the occurrence of a Triggering Date applied to the discounted maximum redemption premium for any given payment with the following key inputs: For the Three Months Ended February 28, 2019 Stock price $1.88 Terms (years) 1.0 - 1.1 Volatility 81.70% Risk-free rate 2.44 - 2.54% Dividend yield 0.00%

Commitments and Contingencies (

Commitments and Contingencies (Table)	3 Months Ended
	Feb. 28, 2019
Commitments and Contingencies Disclosure [Abstract]
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 February 28, 2019 2018 Rent expense $ 7,500 $ 7,500

Related Party Transactions (Tab

Related Party Transactions (Table)	3 Months Ended
	Feb. 28, 2019
Related Party Transactions [Abstract]
Related Party Transactions Table	For the three months ended February 28, 2019 2018 Consulting and legal expenses $ 102,446 $ 60,000

Warrants and Options (Tables)

Warrants and Options (Tables)	3 Months Ended
	Feb. 28, 2019
Notes to Financial Statements
Summary of all outstanding warrants to purchase of common stock	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, 2019 and the changes during the period then ended: Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Intrinsic Value Outstanding at November 30, 2018 4,984,058 $ 3.48 3.51 $ 250,000 Issued — $ — — $ — Expired — $ — — $ — Outstanding at February 28, 2019 4,984,058 $ 3.48 3.26 $ 215,000 Exercisable at February 28, 2019 4,868,558 $ 3.50 3.24 $ 215,000
Fair value outstanding warrants issued to non-employees for services	Fair value of all outstanding warrants issued to non-employees for services was calculated with the following key inputs: For the Three Months Ended February 28, 2019 2018 Stock price $1.95 $2.99 - $4.80 Term (years) 2.5 - 4.8 3.0 - 5.0 Volatility 105 - 128% 122.78 - 131.37% Risk-free rate 2.80 - 2.84% 1.78 - 2.65% Dividend yield 0.00% 0.00%
Summary of all outstanding options to purchase	The following represents a summary of all outstanding options to purchase the Company’s common stock at February 28, 2019 and the changes during the period then ended: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Intrinsic Value Outstanding at November 30, 2018 900,000 $ 3.68 3.99 $ — Issued — $ — — $ — Outstanding at February 28, 2019 900,000 $ 3.68 3.74 $ — Exercisable at February 28, 2019 800,000 $ 3.72 3.68 $ —
Fair value of options key input	Fair value of options issued in the three-month period ended February 28, 2018 was calculated with the following key inputs. No options were granted in the three-month period ended February 28, 2019. For the Three Months Ended February 28, 2018 Exercise price $3.00 Expected term (years) 5.0 Volatility 127.70% Risk-free rate 2.52% Dividend yield 0.00%

Loss per share (Details)

Loss per share (Details) - shares	3 Months Ended
	Feb. 28, 2019	Feb. 28, 2018
Earnings Per Share [Abstract]
Warrants	4,984,058	4,877,558
Convertible Notes	2,042,014
Stock Options	900,000	500,000

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2017
Research and development expenses	$ 619,000		$ 421,000
Common Shares issued	4,500
General and administrative expenses	$ 7,500		5,000
License Agreement Mannin [Member]
Research and development expenses		$ 619,000	421,000
License Agreement Bio Nucleonics [Member]
Research and development expenses		$ 112,000	$ 143,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended			9 Months Ended
	Feb. 28, 2019	Aug. 31, 2018	Aug. 31, 2017	Aug. 31, 2017
Related Party Transactions [Abstract]
Related party transaction	$ 60,000	$ 120,000	$ 243,000	$ 130,000

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Details Narrative) - $ / shares	Feb. 28, 2019	Nov. 30, 2017
Disclosure Text Block [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000

Warrants (Details Narrative)

Warrants (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017	Feb. 28, 2019
Notes to Financial Statements
General and administrative expenses	$ 567,000	$ 1,356,000
Unrecognized stock-based compensation			$ 61,000

Convertiables Notes - Long-term

Convertiables Notes - Long-term carrying value of convertible notes (Details) - USD ($)	Feb. 28, 2019	Nov. 30, 2018	Nov. 30, 2017
Debt Disclosure [Abstract]
Principal value of 5.5%, convertible at $2.00 at February 28, 2019 and November 30, 2018, due March 21, 2020	$ 4,000,000	$ 4,000,000
Fair value of bifurcated contingent put option of convertible notes	289,000	262,000
Debt discount	$ (1,152,604)	$ (1,388,728)
Carrying value of convertible notes	3,136,396	2,873,272	$ 2,873,272
Total long-term carrying value of convertible notes	$ 3,136,396	$ 2,873,272	$ 2,873,272