The following discussion of our financial condition and results of operations
should be read in conjunction with our consolidated financial statements and
related notes included elsewhere in this report. This discussion contains
certain forward-looking statements that involve risk and uncertainties. Our
actual results may differ materially from those discussed below. Factors that
could cause or contribute to such differences include, but are not limited to,
those identified below and those set forth under the Section entitled "Risk
Factors", and other documents we file with the Securities and Exchange
Commission. Historical results are not necessarily indicative of future results.

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Overview

Q BioMed Inc. (or "the Company") was incorporated in the State of Nevada on
November 22, 2013 and is a commercial stage biomedical acceleration and
development company focused on licensing, acquiring and providing strategic
resources to life sciences and healthcare companies. We intend to mitigate risk
by acquiring multiple assets over time and across a broad spectrum of healthcare
related products, companies and sectors. We intend to develop these assets to
provide returns via organic growth, revenue production, out-licensing, sale or
spin out. Our mission is to solve problems by accelerating the development of
important therapies and availability of those therapies to patients.

The focus for 2022 is to monetize the current pipeline and build a platform for
future growth. There are 4 areas of focus: commercial product revenue growth,
partnerships, joint venture equity value and future development platform.

Commercial Product



We believe that Strontium89 has great potential in the cancer palliation space.
As a result of a world in which opioids were a treatment of choice for those
patients unlucky enough to be diagnosed with painful metastatic cancers in the
bone, we felt that Strontium89 had become a neglected and forgotten drug. We
have stayed committed to our belief that Strontium89 was a valuable treatment
and have focused on advancing that asset from concept, a neglected drug, to a
fully approved, reimbursed commercial product. Since we acquired Strontium89, we
have built an infrastructure to commercialize the product, including
manufacturing, branding, pharmacovigilance, reporting, federal supply contract,
and entering into distribution agreements in the United States and several other
countries. We believe that our last remaining investment is now focused on a
sales team to promote the drug both in federal and non-government institutions
and clinics. Revenue has started to grow even without a sales force fully
deployed. Our recent partnership with a sales organization is in place, and once
funded we plan to capitalize on the groundwork in place. We expect revenues to
grow steadily and over the next 12-18 months.

We are also assessing additional products in nuclear medicine that could complement our infrastructure and provide additional revenue opportunities.

Partnership Opportunities

UTTROSIDE B - Liver Cancer Chemotherapeutic



Along with our developmental partners, we are advancing an innovative treatment
for liver cancer, a disease indication that currently has a high unmet need.
This molecule was identified in India, traditionally used to treat liver
ailments. Subsequent research on that isolated molecule showed promising data,
indicating that the molecule was more cytotoxic, killing cancer cells more
effectively, in liver cancer cells lines than the current first line liver
cancer chemotherapeutic. We have advanced this from a naturally occurring
unsustainable plant product to a commercially viable and scalable synthetic drug
candidate. This provides an opportunity to partner this asset with a larger
oncology focused institution. Currently, there are only two approved first-line
liver cancer therapies. We have received Orphan Drug Designation, and we are now
preparing to advance this toward clinical partnership.

Development Platform - Rare Disease Focus



During 2022 we will focus our future development platform on the Rare Disease
Space. This focusses our resources on an area in which we already have a
presence. Our liver cancer drug candidate, Uttroside B, has already received
Orphan Drug Designation. We expect to partner this asset in mid-2022 and will
grow our development platform through in-licensing or acquisition.

This rare disease platform will also complement our early-stage treatment for
young minimally verbal children on the Autism Spectrum. While our immediate
focus is on the above-mentioned assets, we are also developing a new drug
candidate to treat young children with pediatric minimally verbal autism. The
advancement of this program will depend on the availability of funds and
resources as we prioritize our clinical development milestones. There is no
effective treatment available to help an estimated 250,000 children born with
the condition worldwide each year, 20,000 of them in the United States. We are
working on a discovery and development program to address this highly unmet

need.

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Corporate Strategic Goals

Our mission is to solve problems by accelerating the development of important
therapies and the availability of those therapies to patients. We have been busy
building a portfolio that we believe has significant value ranging from
blockbuster potential drugs to revenue-producing opportunities.

On September 29, 2021, we entered into a securities purchase agreement with an
accredited investor ("Lender"), pursuant to which we sold a convertible
debenture (the "Debenture") with a maturity date of 12 months after the issuance
thereof for $2,000,000 gross proceeds. The closing date of the sale was on
October 5, 2021. The Debenture in the aggregate principal amount of $2,200,000
which includes an original issue discount of $185,000 and $15,000 for the
payment of the Lender's legal fees and carries an interest rate of 6% per annum.

Deeper Pipeline Review

Strontium-89 - FDA Approved Drug Launched



In January 2021, we announced that treatment with Strontium-89 in the hospital
out-patient setting is fully reimbursed by Medicare. In March 2021, we were
approved as a federal supplier which allows us to sell into federal hospital
systems, notably the U.S. Department of Veteran Affairs and the U.S. Department
of Defense. We have deployed a VA sales force, and we are preparing to launch an
institutional contract sales force to increase our presence and uptake in
non-government hospitals Revenue for our fiscal 2021, while still fairly low, is
up by over 600% over our fiscal 2020. In January 2021, we received full
reimbursement from Medicare and Medicaid, were approved as a federal supplier in
March 2021, and engaged a federal sales team working mostly with the U.S
Departments of Veterans' Affairs, the Department of Defense and Indian Health
Services. We have recently retained Eversana to partner on the institutional
sales efforts and expect to deploy in field sales reps in 2022.

In mid-2020, we began the regulatory registration process for full commercial
access in the European Union. These efforts have seen some delay due to Brexit
related regulatory requirements. In parallel, we are midway through the
registration process in many other countries. Due to some legacy data from
previous owners not being available in current reporting standards to complete
the filings, we have begun the process of creating our own source documents to
complete the filings in non-US jurisdictions. We expect this to be complete in
the first half of our fiscal 2022. We have already identified and contracted
with a few international distribution partners in anticipation of approval in
those countries.

We are assessing several potential clinical trial programs that may expand the indication beyond palliation into a therapeutic use that may increase utilization in years to come.

Mannin Platform Drugs for ARDS, Glaucoma, Kidney Diseases and others



In March 2021, our technology partner Mannin Research Inc. (Mannin) was granted
an additional CAD$1.7 million from the Canadian governments COVID response
budget, adding to the approximate $7.7 million granted in Europe, which together
will fund 65-75 percent of every dollar incurred to advance the Acute
Respiratory Distress Syndrome therapy for COVID patients as well as a portfolio
of therapeutic assets for vascular diseases currently in development at Mannin,
including: glaucoma, cardiovascular diseases, acute kidney disease, and other
infectious diseases.

With the uptake of vaccines for COVID-19 growing, the infection numbers are
still soaring around the world due to new variants and communities growing
apathy and resistance to mandates and social restrictions. Together with Mannin
Research Inc., our technology partner, we are pursuing a treatment for Acute
Respiratory Distress Syndrome, the condition that causes the most severe
symptoms in COVID patients usually resulting in hospitalization and death. The
treatment is not dependent on targeting any specific viral variant but rather is
virus agnostic, which we believe makes it an invaluable treatment for Corona
viruses and other viral diseases like influenza, pneumonia and any future viral
pandemic outbreaks.

The MAN-19 therapeutic is a recombinant fusion protein that treats the patient,
instead of targeting the virus. It is not a cure for COVID-19, but it
strengthens a patient's blood vessels and protects them against ARDS, breathing
problems, sepsis and other infections that may cause the body's organs to begin
shutting down. It is designed to keep COVID-19 or other ARDS patients out of the
ICU and off a ventilator. Pending upcoming toxicology testing, we believe that
clinical trials for the drug will start in 2022. If the drug proves both safe
and effective, our goal is to have it available for use by patients by early
2023.

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The market for this kind of treatment in the current pandemic climate is
substantial and global. COVID-19 is not going away any time soon. As a result,
there is a need to develop more effective treatments. We believe that this
technology will play a role in the broader treatment landscape and not only for
COVID-19, but also for other infectious diseases that cause ARDS.

GDF 15 Diagnostic for Glaucoma - In Clinical Trial and Product Development and FDA approval anticipated early 2022



In early 2019, we licensed a diagnostic biomarker known as GDF-15 for
determining the severity of glaucoma from Washington University in St. Louis. .
GDF15 is an attractive biomarker for glaucoma, with distinct advantages over
conventional clinical tests and the potential to be a first-in-class diagnostic
test. In collaboration with our development partners, we are developing a
prototype for point of care In Vitro Diagnostic (IVD) device to detect GDF15 in
clinical samples of aqueous humor. Our teams are generating, assessing, and
applying DNA aptamers and DNAzymes to detect GDF15 in aqueous humor, to develop
a prototype assay and diagnostic test strip for detection of GDF15 in clinical
samples. This integrated and printable diagnostic will allow ophthalmologists to
detect and monitor glaucoma progression in patients at their office without need
for additional external or expensive equipment. In partnership with Mannin
Research Inc. and McMaster University, we are nearing the completion of
development of an IVD with both point-of-care (detection in a doctor's office)
as well as an external laboratory-based detection (i.e. for use in existing CLIA
laboratories using existing diagnostic equipment). With appropriate funding, we
anticipate completion of the IVD device and submission to the FDA (510K) for in
vitro diagnostic approval in 2022.

UTTROSIDE B - Liver Cancer Chemotherapeutic



Along with our developmental partners, we are advancing an innovative treatment
for liver cancer, a disease indication that currently has a high unmet need.
Currently, there are only two approved first-line therapies. Uttroside-B was
discovered in the leaf of the Black Nightshade plant in India. As it is not
feasible to use the plant as the source for a drug, we successfully synthesized
the molecule thereby creating an exact replica of the naturally occurring
chemical compound. We have received Orphan Drug Designation and we are now
preparing to advance this toward IND application with the FDA.

QBM-001 - Early Stage Treatment for young minimally verbal children on the Autism Spectrum



While our immediate focus is on the above-mentioned assets, we are also
developing a new drug candidate to treat young children with pediatric minimally
verbal autism. The advancement of this program will depend on the availability
of funds and resources as we prioritize our clinical development milestones.
There is no effective treatment available to help an estimated 250,000 children
born with the condition worldwide each year, 20,000 of them in the United
States.  We are working on a discovery and development program to address this
highly unmet need.

Financial Overview

Critical Accounting Policies and Estimates



Our management's discussion and analysis of our financial condition and results
of operations is based on our audited consolidated financial statements, which
have been prepared in accordance with United States generally accepted
accounting principles ("U.S. GAAP"). The preparation of the consolidated
financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the consolidated financial statements, as
well as the reported revenue generated and expenses incurred during the
reporting periods. Our estimates are based on our historical experience and on
various other factors that we believe are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
value of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions and any such differences may be material. We believe
that the accounting policies discussed below are critical to understanding our
historical and future performance, as these policies relate to the more
significant areas involving management's judgments and estimates.

Intangible Assets

Intangible assets subject to amortization include acquired intellectual property for a marketable product acquired in November 2018.

The intellectual property is being amortized over the estimated life remaining at the time of acquisition, which is 10 years.



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Intangible assets are monitored for potential impairment whenever events or
circumstances indicate that the carrying amount may not be recoverable and are
also reviewed annually to determine whether any impairment is necessary.
Management has assessed the economic life of our Metastron asset to be at least
equal to its remaining use life of eight years. As such, management modelled the
recoverability test using seven years of estimated future cash flows. Based on
this projection, the $350,000 net carrying value of our Metastron asset is fully
recoverable and therefore there was no impairment loss as of November 30, 2021
and 2020.

Derivative Financial Instruments



We do not use derivative instruments to hedge exposures to cash flow, market, or
foreign currency risks. We evaluate all of our financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives. For derivative
financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value and is then re-valued at each
reporting date, with changes in the fair value reported in the Statement of
Operations. Depending on the features of the derivative financial instrument, we
use either the Black-Scholes option-pricing model or a binomial model to value
the derivative instruments at inception and subsequent valuation dates. The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is re-assessed at the end of
each reporting period.

The Company evaluates embedded conversion features within convertible debt under
ASC 815 Derivatives and Hedging to determine whether the embedded conversion
feature(s) should be bifurcated from the host instrument and accounted for as a
derivative at fair value with changes in fair value recorded in earnings.  If
the conversion feature does not require derivative treatment under ASC 815, the
instrument is evaluated under ASC 470-20 Debt with

Conversion and Other Options for consideration of any beneficial conversion features.

As of November 30, 2021 and 2020, the fair value of embedded derivative liability measured at fair value on a recurring basis was approximately $0.9 million and $0, respectively.

Stock Based Compensation



Share-based payment awards are measured at grant-date fair value of the equity
instruments that the Company is obligated to issue when the good has been
delivered or the service has been rendered and any other conditions necessary to
earn the right to benefit from the instruments have been satisfied. There was no
cumulative effect of the adoption of this standard.

Share-based compensation cost is recorded for all option grants and awards of non-vested stock based on the grant date fair value of the award and is recognized over the service period required for the award.



Stock-based compensation expense is recognized in the consolidated financial
statements based on the fair value of the awards granted. Stock-based
compensation cost is measured at the grant date based on the fair value of the
award and is recognized as expense over the requisite service period, which
generally represents the vesting period. We calculate the fair value of stock
options using the Black-Scholes option-pricing model at grant date.

We recognized general and administrative expenses of approximately $2.3 million
and $6.6 million as a result of the shares, outstanding warrants and options
issued to consultants and employees during the years ended November 30, 2021 and
2020, respectively.

Research and Development

We expense the cost of research and development as incurred. Research and
development expenses comprise costs incurred in funding research and development
activities, license fees, and other external costs. Nonrefundable advance
payments for goods and services that will be used in future research and
development activities are expensed when the activity is performed or when the
goods have been received, rather than when payment is made, in accordance with
ASC 730, Research and Development. During the year ended November 30, 2021 and
2020, we incurred $1.1 million and $1.9 million in research and development

expenses.

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Recent accounting pronouncements



For a summary of recent accounting pronouncements applicable to our consolidated
financial statements, see Note 3, Summary of Significant Accounting Policies, in
Part II, Item 8, Notes to Consolidated Financial Statements.

Results of Operation for the years ended November 30, 2021 and 2020



                                                                    For the years ended
                                                  November 30,2021      November 30, 2020        Change
Net Sales                                        $          195,597    $            30,000    $     165,597
Cost of sales                                               246,846                326,009         (79,163)
Gross loss                                                 (51,249)              (296,009)          244,760
Operating expenses:

General and administrative expenses                       6,263,475             10,969,253      (4,705,778)
Research and development expenses                         1,073,841              1,880,152        (806,311)
Total operating expenses                                  7,337,316             12,849,405      (5,512,089)
Loss from operations                                    (7,388,565)           (13,145,414)        5,756,849
Other (income) expenses:
Interest expense                                            506,922                296,215          210,707
Change in fair value of embedded derivatives                304,153                 19,163          284,990
Loss on debt extinguishment                                  40,910                 31,399            9,511
Total other expenses                                        851,985        

       346,777          505,208
Net loss                                         $      (8,240,550)    $      (13,492,191)    $   5,251,641


Net Sales

During the year ended November 30, 2021 and 2020, we recognized approximately
$196,000 and $30,000 of revenue from sales of Strontium89, respectively. This
increase was due to more doses being sold during the year ended November 30,
2021 compared to the prior year.

Cost of Sales



During the year ended November 30, 2021, we recognized approximately $247,000 in
cost of sales. These costs were related to raw materials cost, manufacturing
cost, distribution cost and write-offs of expired inventory.

During the year ended November 30, 2020, we recognized approximately $326,000 in
cost of sales. These costs were related to raw materials cost, manufacturing
cost and distribution cost and write-offs of expired inventory.

The decrease in cost of sales was due to less expired inventories being written-off during the year ended November 30, 2021 compared to the prior year.

Operating expenses



We incur various costs and expenses in the execution of our business. The
decrease in operating expenses was mainly due to significantly less stock-based
compensation recognized in the year ended November 30, 2021compared to the 2020
fiscal year. We recognized approximately $2.3 million and $6.6 million of
stock-based compensation in general and administrative expense during year ended
November 30, 2021and 2020, respectively. We had more common shares, options and
warrants granted in 2020 compared to 2021. In addition, the common stock price
traded relatively higher in 2020 compared to 2021.

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Interest expense

The following table summarizes interest expense incurred during the year ended
November 30, 2021 and 2020, respectively (amounts are rounded to nearest
thousand):

                                                                    For the Years ended
                                                          November 30, 2021

November 30, 2020 Interest expense based on the coupon interest rate of the outstanding debt

                                     $            96,000   $           158,000
Accretion of debt discount                                           408,000               139,000
Other                                                                  3,000                     -
Total interest expense                                   $           507,000   $           297,000

Change in fair value of embedded derivatives



We recognized losses of approximately $304,000 and $19,000 resulting from the
change in fair value of embedded contingent put options in convertible notes
during the years ended November 30, 2021 and 2020 respectively. The fluctuation
is mainly due to the change in stock price during the reporting periods.

Loss on debt extinguishment

We recognized a loss of approximately $41,000 and $31,000 due to the conversion of outstanding debentures into shares of common stock during the year ended November 30, 2021 and 2020, respectively.

Net loss



During the years ended November 30, 2021 and 2020, we incurred net losses of
approximately $8.2 million and $13.5 million, respectively. Our management
expects to continue to incur net losses for the foreseeable future, due to our
need to continue to establish a broader pipeline of assets, expenditure on R&D
and to implement other aspects of our business plan.

Liquidity and Capital Resources



We prepared the accompanying consolidated financial statements assuming that we
will continue as a going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of business.

We have not yet established a significant ongoing source of revenues and in both
the short- and long-term, we must cover our operating through debt and equity
financings to allow us to continue as a going concern. We had approximately $0.3
million in cash as of November 30, 2021. Our ability to continue as a going
concern depends on our ability to obtain adequate capital to fund operating
losses until we generate adequate cash flows from operations to fund our
operating costs and obligations. If we are unable to obtain adequate capital, we
could be forced to cease operations.

We depend upon our ability, and will continue to attempt, to secure equity
and/or debt financing. We cannot be certain that additional funding will be
available on acceptable terms, or at all. Our management determined that there
was substantial doubt about our ability to continue as a going concern within
one year after the consolidated financial statements were issued, and
management's concerns about our ability to continue as a going concern within
the year following this report persist.

The accompanying 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.

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Cash Flows

The following table sets forth the significant sources and uses of cash for the periods addressed in this report:



                                              For the years ended
                                    November 30, 2021      November 30,

2020



Net cash (used in) provided by:
Operating activities               $       (4,302,036)    $       (6,233,441)
Financing activities                         4,468,900              6,237,950
Net increase in cash               $           166,864    $             4,509


Net cash used in operating activities was approximately $4.3 million for the
year ended November 30, 2021 as compared to approximately $6.2 million for the
year ended November 30, 2020. During the year ended November 30, 2021, operating
activities used $4.3 million of cash, resulting from a net loss of $8.2 million,
partially offset by $2.3 million of share-based compensation, change in fair
value of embedded conversion options of $0.3 million, loss on debt
extinguishment of $41,000, and non-cash interest expense resulting from
accretion of debt discounts of $0.4 million and changes in our operating assets
and liabilities of approximately $0.8 million. During the year ended November
30, 2020, net cash used in operating activities results from the net loss of
approximately $13.5 million for the year ended November 30, 2020, partially
offset by $6.6 million of share-based compensation, change in fair value of
embedded conversion options of $19,000, and non-cash interest expense resulting
from accretion of debt discounts of $0.1 million and changes in our operating
assets and liabilities of approximately $0.8 million.

Net cash provided by financing activities was approximately $4.5 million for the
year ended November 30, 2021 as compared to approximately $6.2 million for the
year ended November 30, 2020. During the year ended November 30, 2021, net cash
provided by financing activities relates to proceeds received from the issuance
of common stock and debentures, and is offset by the repayment of notes to
related parties. During the year ended November 30, 2020, net cash provided by
financing activities relates to proceeds received from the issuance of preferred
shares, shares of common stock and warrants, and convertible debentures.

Contractual Obligations and Commitments

Legal



Periodically, we review 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, we accrue
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, we reassess the potential liability
related to pending claims and litigation.

Advisory Agreements

We entered into customary consulting arrangements with various counterparties to provide consulting services, business development and investor relations services, pursuant to which we agreed to issue shares of common stock as services are received.

Lease Agreement



In December 2016, we entered into a lease agreement for office space located in
Cayman Islands for $30,000 per annum. The initial term of the agreement ended in
December 2019 and has been further renewed for another three years. This
agreement does not identify a specific asset and does not convey the use of
substantially all of the shared office capacity. As such, this agreement does
not contain a lease under ASC 842. We recognize monthly license payments as
incurred over the term of the arrangement.

Rent expense is classified within general and administrative expenses on a
straight-line basis.

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License Agreements

Mannin

On October 29, 2015, we entered into a Patent and Technology License and
Purchase Option Agreement ("Exclusive License") with a vendor whereby we were
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. Pursuant to the exclusive license from Mannin, we may
purchase the Mannin IP within six years of entry into the agreement. During the
years ended November 30, 2021 and 2020, we respectively incurred approximately
$0.8 million and $1.0 million of research and development expenses under our
license with Mannin. The purchase option under the license agreement has now
expired.

On March 26, 2019, we 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 our issuing 100,000 shares to
Mannin Research Inc. on April 9, 2019.

On September 1, 2020, we further amended the license agreement allowing Mannin
to grant an exclusive license to Mannin GmbH (its wholly owned German
subsidiary) in order fully take advantage of the German government grant to
Mannin. The agreement also confirms our ongoing investment into the Tie2
platform to create, and therefore maintain economic value for us and our
shareholders. We have agreed to contribute funds in Mannin GmbH. We paid Mannin
$1.5 million in cash payable in three instalments. In addition, we paid to
Mannin $0.75 million in shares of our common stock valued as of June 15, 2020,
in full satisfaction of R&D payables, contracted by Mannin in development of the
Tie2 platform. We continue to have the right to 100% of the revenues derived
from the Mannin Tie2 technology platform, until such time that Mannin and its
subsidiaries have independently raised at least $2 million in funds, expected to
happen in 2022, at which time the parties have agreed to a profit share
structure reducing our future capital commitments to Mannin R&D.

During the years ended November 30, 2021 and 2020, we incurred approximately
$0.8 million and $1.0 million, 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, we 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 us 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


We 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 Consolidated Statements of Operations as follows:

                                       For the Years ended
                                  November 30,      November 30,
                                      2021              2020
Consulting and legal expenses    $      420,000    $      420,000


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On February 1, 2021, the Company issued 35,000 shares to Mr. Rosenstadt, the
Company's Chief Legal Officer and director, for his services performed in
connection with December 2020 financing. The fair value was approximate $35,000,
which was recorded as part of debt issuance cost to the 2020 Debenture (see note
5).

On April 16, 2021, the Company entered into two unsecured promissory note
agreements (the "Notes") with certain management personnel for an aggregate
principal amount of $30,000. The Notes bear interest at 5% per annum and are
payable by August 31, 2021. During the quarter ended August 31, 2021, the
Company made full repayment of $30,000 to the management personnel, including
all outstanding interest.

During the year ended November 30, 2020, we issued 225,000 warrants at fair
value of $0.4 million to Mr. Rosenstadt, our Chief Legal Officer and director,
for his services performed in connection with preferred stock offering and S-1
registration filling.

On November 30, 2020, we modified an aggregate of 525,000 warrants that were
originally granted to certain officers. The term of the warrants was extended
for 3 years from the original expiration date. We immediately recognized
approximately $0.4 million of incremental stock-based compensation for the
modifications on November 30, 2020.

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