UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2023.

 

Commission File Number: 000-53805

 

Intellipharmaceutics International Inc.

(Translation of registrant's name into English)

 

30 WORCESTER ROAD TORONTO, ONTARIO M9W 5X2

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form  40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

This Report of Foreign Private Issuer on Form 6-K and the attached exhibits 99.1, 99.2 and 101 shall be incorporated by reference into the Company’s effective Registration Statements on Form F-3, as amended and supplemented (Registration Statement Nos. 333-172796 and 333-218297), filed with the Securities and Exchange Commission, from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by Intellipharmaceutics International Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

 

 

 

EXHIBIT LIST

 

Exhibit

 

Description

99.1

 

Management Discussion And Analysis Of Financial Condition And Results Of Operations for the Three Months Ended February 28, 2023

99.2

 

Condensed Unaudited Interim Consolidated Financial Statements and Notes to Condensed Unaudited Interim Consolidated Financial Statements of Intellipharmaceutics International Inc. for the Three Months Ended February 28, 2023

99.3

 

News Release dated June 5, 2023 - Intellipharmaceutics Announces First Quarter 2022 Results

99.4

 

Form 52-109F2 - Chief Executive Officer

99.5

 

Form 52-109F2 - Chief Financial Officer

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Intellipharmaceutics International Inc.

(Registrant)

 

Date: June 5, 2022

 

/s/ Dr. Amina Odidi

 

 

 

Dr. Amina Odidi

 

 

 

President/COO, Acting Chief Financial Officer

 

 

 

3

 

null

EXHIBIT 99.2

 

Condensed unaudited interim consolidated financial statements of

 

Intellipharmaceutics

International Inc.

 

February 28, 2023

 

 
i

 

 

Intellipharmaceutics International Inc.

February 28, 2023

 

Table of contents

 

Condensed unaudited interim consolidated balance sheets

 

3

 

 

 

 

 

Condensed unaudited interim consolidated statements of operations and comprehensive loss

 

4

 

 

 

 

 

Condensed unaudited interim consolidated statements of shareholders’ equity (deficiency)

 

5

 

 

 

 

 

Condensed unaudited interim consolidated statements of cash flows

 

6

 

 

 

 

 

Notes to the condensed unaudited interim consolidated financial statements

 

7-22

 

 

 
Page 1

Table of Contents

 

 

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

 

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

 

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

 

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants Canada for a review of interim financial statements by an entity’s auditor.

 

 
Page 2

Table of Contents

 

Intellipharmaceutics International Inc.

 

 

 

 

Consolidated balance sheets

 

 

 

 

 

 

As at

 

 

 

 

 

 

(Stated in U.S. dollars)

 

 

 

 

 

 

February 28,

 

 

November 30,

 

 

 

2023

 

 

2022

 

 

 

 $ $ 

 

 

$ $ 

 

Assets

 

 

 

 

 

 

Current

 

 

 

 

 

 

Cash

 

 

69,546

 

 

 

83,722

 

Trade and other receivables, net

 

 

211,527

 

 

 

602

 

Investment tax credits

 

 

268,179

 

 

 

268,179

 

Prepaid expenses and other assets

 

 

186,115

 

 

 

140,008

 

 

 

 

735,367

 

 

 

492,511

 

 

 

 

 

 

 

 

 

 

Property and equipment, net (Note 4)

 

 

747,307

 

 

 

788,050

 

Right-of-use asset (Note 6)

 

 

112,760

 

 

 

151,471

 

 

 

 

1,595,434

 

 

 

1,432,032

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

Accounts payable

 

 

3,815,580

 

 

 

3,764,692

 

Accrued liabilities

 

 

3,074,485

 

 

 

2,821,506

 

Employee costs payable

 

 

3,310,173

 

 

 

3,067,578

 

Operating lease liability (Note 6)

 

 

138,119

 

 

 

165,441

 

Income tax payable

 

 

29,036

 

 

 

29,036

 

Promissory notes payable (Note 5)

 

 

360,514

 

 

 

360,514

 

Convertible debentures (Note 5)

 

 

1,800,000

 

 

 

1,800,000

 

 

 

 

12,527,907

 

 

 

12,008,767

 

 

 

 

 

 

 

 

 

 

Shareholders' deficiency

 

 

 

 

 

 

 

 

Capital stock (Note 7)

 

 

 

 

 

 

 

 

Authorized

 

 

 

 

 

 

 

 

Unlimited common shares without par value

 

 

 

 

 

 

 

 

Unlimited preference shares

 

 

 

 

 

 

 

 

Issued and outstanding

 

 

 

 

 

 

 

 

33,092,665 common shares

 

 

49,175,630

 

 

 

49,175,630

 

(November 30, 2020 - 23,678,105)

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

45,097,313

 

 

 

45,097,313

 

Accumulated other comprehensive income

 

 

284,421

 

 

 

284,421

 

Accumulated deficit

 

 

(105,489,837)

 

 

(105,134,099)

 

 

 

(10,932,473)

 

 

(10,576,735)

Contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

1,595,434

 

 

 

1,432,032

 

Going Concern (Note 1)

 

 

 

 

 

 

 

 

   

See accompanying notes to the condensed unaudited interim consolidated financial statements                 

 

 
Page 3

Table of Contents

 

Intellipharmaceutics International Inc.

 

 

 

Condensed unaudited interim consolidated statements of operations and comprehensive loss

For the three months ended February 28, 2023 and 2022

 

 

 

(Stated in U.S. dollars)

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

 

$ $

 

 

$ $

 

Revenues

 

 

 

 

 

 

Licensing (Note 3)

 

 

326,343

 

 

 

66,433

 

Other

 

 

-

 

 

 

16,978

 

 

 

 

326,343

 

 

 

83,411

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Research and development

 

 

448,166

 

 

 

543,990

 

Selling, general and administrative

 

 

138,835

 

 

 

260,858

 

Depreciation (Note 4)

 

 

40,742

 

 

 

51,478

 

 

 

 

627,743

 

 

 

856,326

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(301,400)

 

 

(772,915)

 

 

 

 

 

 

 

 

 

Net foreign exchange loss

 

 

(3,578)

 

 

(7,494)

Interest expense

 

 

(50,760)

 

 

(100,563)

Net loss and comprehensive loss

 

 

(355,738)

 

 

(880,972)

 

 

 

 

 

 

 

 

 

Loss per common share, basic and diluted

 

 

(0.01)

 

 

(0.03)

 

 

 

 

 

 

 

 

 

Weighted average number of common

 

 

 

 

 

 

 

 

shares outstanding, basic and diluted

 

 

33,092,665

 

 

 

33,092,665

 

 

See accompanying notes to the condensed unaudited interim consolidated financial statements 

 

 
Page 4

Table of Contents

 

Intellipharmaceutics International Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

Condensed unaudited interim consolidated statements of shareholders' equity (deficiency)

 

 

 

 

For the three months ended February 28, 2023 and  2022

 

 

 

 

 

 

 

 

 

 

 

 

 

(Stated in U.S. dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Accumulated

 

 

 

 

 

 Total

 

 

 

 

 

 

 

 

 

 Additional

 

 

 other

 

 

 

 

 

 shareholders'

 

 

 

 

 

 

 Capital stock

 

 

 paid-in

 

 

 comprehensive

 

 

 Accumulated

 

 

 equity

 

 

 

 Number

 

 

 amount

 

 

 capital

 

 

 income

 

 

 deficit

 

 

 (deficiency)

 

 

 

 

 

 

 $

 

 

 $ 

 

 

 

 

  $ 

 

 

 

Balance, November 30, 2021

 

 

33,092,665

 

 

 

49,175,630

 

 

 

44,626,436

 

 

 

284,421

 

 

 

(102,241,705)

 

 

(8,155,218)

Beneficial conversion feature related to Debentures (Note 5)

 

 

-

 

 

 

-

 

 

 

20,833

 

 

 

-

 

 

 

-

 

 

 

20,833

 

Net loss

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

(880,972)

 

 

(880,972)

Balance, February 28, 2022

 

 

33,092,665

 

 

 

49,175,630

 

 

 

44,647,269

 

 

 

284,421

 

 

 

(103,122,677)

 

 

(9,015,357)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2022

 

 

33,092,665

 

 

 

49,175,630

 

 

 

45,097,313

 

 

 

284,421

 

 

 

(105,134,099)

 

 

(10,576,735)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(355,738)

 

 

(355,738)

Balance, February 28, 2023

 

 

33,092,665

 

 

 

49,175,630

 

 

 

45,097,313

 

 

 

284,421

 

 

 

(105,489,837)

 

 

(10,932,473)

                        

See accompanying notes to the condensed unaudited interim consolidated financial statements                               

 

 
Page 5

Table of Contents

 

Intellipharmaceutics International Inc.

 

 

 

 

Condensed unaudited interim consolidated statements of cash flows

 

 

 

 

For the three months ended February 28, 2023 and 2022

 

 

 

 

(Stated in U.S. dollars)

 

 

 

 

 

 

2023

 

 

2022

 

 

 

 $

 

 

 $ 

 

Net loss

 

 

(355,738)

 

 

(880,972)

Items not affecting cash

 

 

 

 

 

 

 

 

Depreciation (Note 4)

 

 

40,742

 

 

 

51,478

 

Accreted interest (Note 5)

 

 

-

 

 

 

48,517

 

Non-cash lease expense

 

 

11,390

 

 

 

(122,725)

Unrealized foreign exchange loss

 

 

(5)

 

 

1,183

 

 

 

 

 

 

 

 

 

 

Change in non-cash operating assets & liabilities

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

(210,925)

 

 

(37,353)

Prepaid expenses, sundry and other assets

 

 

(46,107)

 

 

(245,127)

Accounts payable, accrued liabilities and employee costs payable

 

 

546,467

 

 

 

501,141

 

Operating lease liability

 

 

-

 

 

 

123,277

 

Cash flows used in operating activities

 

 

(14,176)

 

 

(560,581)

 

 

 

 

 

 

 

 

 

Decrease in cash

 

 

(14,176)

 

 

(560,581)

Cash, beginning of period

 

 

83,722

 

 

 

771,945

 

Cash, end of period

 

 

69,546

 

 

 

211,364

 

 

See accompanying notes to the condensed unaudited interim consolidated financial statements                 

 

 
Page 6

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

1. Nature of operations

 

Intellipharmaceutics International Inc. (the “Company”) is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs.

 

On October 22, 2009, IntelliPharmaCeutics Ltd. (“IPC Ltd. “) and Vasogen Inc. completed a court approved plan of arrangement and merger (the “IPC Arrangement Agreement”), resulting in the formation of the Company, which is incorporated under the laws of Canada. The Company’s common shares are traded on the Toronto Stock Exchange (“TSX”) and the OTCQB Venture Market.

 

The Company earns revenue from non-refundable upfront fees, milestone payments upon achievement of specified research or development, exclusivity milestone payments and licensing and cost-plus payments on sales of resulting products. In November 2013, the U.S. Food and Drug Administration (“FDA”) granted the Company final approval to market the Company’s first product, the 15 mg and 30 mg strengths of the Company’s generic Focalin XR® (dexmethylphenidate hydrochloride extended-release) capsules. In 2017, the FDA granted final approval for the remaining 6 (six) strengths, all of which have been launched. In May 2017, the FDA granted the Company final approval for its second commercialized product, the 50, 150, 200, 300 and 400 mg strengths of generic Seroquel XR® (quetiapine fumarate extended release) tablets, and the Company commenced shipment of all strengths that same month. In November 2018, the FDA granted the Company final approval for its venlafaxine hydrochloride extended-release capsules in the 37.5, 75, and 150 mg strengths.

 

Going concern

 

The condensed unaudited interim consolidated financial statements are prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. The Company has incurred losses from operations since inception and has reported losses of $355,738 for the three months ended February 28, 2023 (three months ended February 28, 2022 - $880,972) and has an accumulated deficit of $105,489,837 as at February 28, 2023 (November 30, 2022 - $104,678,533). The Company has a working capital deficiency of $11,792,541 as at February 28, 2023 (November 30, 2022 –$11,516,252). The Company has funded its research and development (“R&D”) activities principally through the issuance of securities, loans from related parties, funds from the IPC Arrangement Agreement, and funds received under development agreements. There is no certainty that such funding will be available going forward. These conditions raise substantial doubt about its ability to continue as a going concern and realize its assets and pay its liabilities as they become due.

 

In order for the Company to continue as a going concern and fund any significant expansion of its operation or R&D activities, the Company will require significant additional capital. Although there can be no assurances, such funding may come from revenues from the sales of the Company’s generic Focalin XR® (dexmethylphenidate hydrochloride extended-release) capsules, from revenues from the sales of the Company’s generic Seroquel XR® (quetiapine fumarate extended-release) tablets and from potential partnering opportunities. Other potential sources of capital may include payments from licensing agreements, cost savings associated with managing operating expense levels, other equity and/or debt financings, and/or new strategic partnership agreements which fund some or all costs of product development. The Company’s ultimate success will depend on whether its product candidates receive the approval of the FDA, Health Canada, and the regulatory authorities of the other countries in which its products are proposed to be sold and whether it is able to successfully market approved products. The Company cannot be certain that it will receive FDA, Health Canada, or such other regulatory approval for any of its current or future product candidates, or that it will reach the level of sales and revenues necessary to achieve and sustain profitability, or that the Company can secure other capital sources on terms or in amounts sufficient to meet its needs, or at all.

 

The availability of equity or debt financing will be affected by, among other things, the results of the Company’s R&D, its ability to obtain regulatory approvals, its success in commercializing approved products with its commercial partners and the market acceptance of its products, the state of the capital markets generally, the delisting from Nasdaq (as defined below), strategic alliance agreements, and other relevant commercial considerations.

 

 
Page 7

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

1. Nature of operations (continued)

 

Going concern (continued)

 

In addition, if the Company raises additional funds by issuing equity securities, its then existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require the Company to agree to operating and financial covenants that would restrict its operations. In the event that the Company does not obtain sufficient additional capital, it will raise substantial doubt about the Company’s ability to continue as a going concern, realize its assets and pay its liabilities as they become due. The Company’s cash outflows are expected to consist primarily of internal and external R&D, legal and consulting expenditures to advance its product pipeline and selling, general and administrative expenses to support its commercialization efforts. Depending upon the results of the Company’s R&D programs, the impact of the litigation against the Company and the availability of financial resources, the Company could decide to accelerate, terminate, or reduce certain projects, or commence new ones. Any failure on its part to successfully commercialize approved products or raise additional funds on terms favorable to the Company or at all, may require the Company to significantly change or curtail its current or planned operations in order to conserve cash until such time, if ever, that sufficient proceeds from operations are generated, and could result in the Company not taking advantage of business opportunities, in the termination or delay of clinical trials or the Company not taking any necessary actions required by the FDA or Health Canada for one or more of the Company’s product candidates, in curtailment of the Company’s product development programs designed to identify new product candidates, in the sale or assignment of rights to its technologies, products or product candidates, and/or its inability to file Abbreviated New Drug Applications (“ANDAs”), Abbreviated New Drug Submissions (“ANDSs”) or New Drug Applications (“NDAs”) at all or in time to competitively market its products or product candidates.

 

The condensed unaudited interim consolidated financial statements do not include any adjustments that might result from the outcome of uncertainties described above. If the going concern assumption no longer becomes appropriate for these condensed unaudited interim consolidated financial statements, then adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.

 

2. Basis of presentation

 

(a) Basis of consolidation

 

These condensed unaudited interim consolidated financial statements include the accounts of the Company and its wholly owned operating subsidiaries, IPC Ltd., Intellipharmaceutics Corp., and Vasogen Corp.

 

References in these condensed unaudited interim consolidated financial statements to share amounts, per share data, share prices, exercise prices and conversion rates have been adjusted to reflect the effect of the 1-for-10 reverse stock split (known as a share consolidation under Canadian law) (the “reverse split”) which became effective on each of The Nasdaq Stock Market LLC (“Nasdaq”) and TSX at the opening of the market on September 14, 2018. The term “share consolidation” is intended to refer to such reverse split and the terms “pre-consolidation” and “post-consolidation” are intended to refer to “pre-reverse split” and “post-reverse split”, respectively.

 

In September 2018, the Company announced the reverse split. At a special meeting of the Company’s shareholders held on August 15, 2018, the Company’s shareholders granted the Company’s Board of Directors discretionary authority to implement a share consolidation of the issued and outstanding common shares of the Company on the basis of a share consolidation ratio within a range from five (5) pre-consolidation common shares for one (1) post-consolidation common share to fifteen (15) pre-consolidation common shares for one (1) post-consolidation common share. The Board of Directors selected a share consolidation ratio of ten (10) pre-consolidation shares for one (1) post-consolidation common share. On September 12, 2018, the Company filed an amendment to the Company’s articles ("Articles of Amendment") to implement the 1-for-10 reverse split.

 

 
Page 8

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

2. Basis of presentation (continued)

 

(a)Basis of consolidation (continued)

 

The Company’s common shares began trading on each of Nasdaq and TSX on a post-split basis under the Company’s existing trade symbol “IPCI” at the opening of the market on September 14, 2018. In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the change was applied retroactively.

 

The condensed unaudited interim consolidated financial statements do not conform in all respects to the annual requirements of U.S. GAAP. Accordingly, these condensed unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended November 30, 2022.

 

These condensed unaudited interim consolidated financial statements have been prepared using the same accounting policies and methods as those used by the Company in the annual audited consolidated financial statements for the year ended November 30, 2022.

 

The condensed unaudited interim consolidated financial statements reflect all adjustments necessary for the fair presentation of the Company’s financial position and results of operation for the interim periods presented. All such adjustments are normal and recurring in nature.

 

All inter-company accounts and transactions have been eliminated on consolidation.

 

(b) Use of estimates

 

The preparation of the condensed unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.

 

Areas where significant judgment is involved in making estimates are the determination of the functional currency; the fair values of financial assets and liabilities, valuation of convertible debt; the determination of units of accounting for revenue recognition; the accrual of licensing and milestone revenue; and forecasting future cash flows for assessing the going concern assumption.

 

From late 2019 the Company has had to reduce development activities and staffing levels significantly due to ongoing financial problems which have continued, coupled with the effects of the Covid-19 pandemic. It is not possible to reliably estimate the length and severity of the developments and impact on the future financial results and condition of the Company. The challenges and uncertainties could impair the Company’s ability to raise capital,postpone research activities, impact our ability to maintain operations and launch new products; it could also impair the value of our shares, our long-lived assets, and materially adversely impact our ability to generate potential future revenue.

 

3. Significant accounting policies

 

(a) Revenue recognition

 

The Company accounts for revenue in accordance with the provisions of ASC Topic 606 Revenue from Contracts with Customers. Under ASC Topic 606, the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC Topic 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s). The Company earns revenue from non-refundable upfront fees, milestone payments upon achievement of specified research or development, exclusivity milestone payments and licensing payments on sales of resulting products.

 

The relevant revenue recognition accounting policy is applied to each separate unit of accounting.

 

 
Page 9

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

3. Significant accounting policies (continued)

 

(a)Revenue recognition (continued)

 

Licensing

 

The Company recognizes revenue from the licensing of the Company's drug delivery technologies, products and product candidates. Under the terms of the licensing arrangements, the Company provides the customer with a right to access the Company’s intellectual property with regards to the license which is granted. Revenue arising from the license of intellectual property rights is recognized over the period the Company transfers control of the intellectual property.

 

The Company has a license and commercialization agreement with Par Pharmaceutical Inc. (“Par”). Under the exclusive territorial license rights granted to Par, the agreement requires that Par manufacture, promote, market, sell and distribute the product. Licensing revenue amounts receivable by the Company under this agreement are calculated and reported to the Company by Par, with amounts generally based upon net product sales and net profit which include estimates for chargebacks, rebates, product returns, and other adjustments. Licensing revenue payments received by the Company from Par under this agreement are not subject to further deductions for chargebacks, rebates, product returns, and other pricing adjustments. Based on this arrangement and the guidance per ASC Topic 606, the Company records licensing revenue over the period the Company transfers control of the intellectual property in the condensed unaudited interim consolidated statements of operations and comprehensive loss.

 

Milestones

 

For milestone payments that are not contingent on sales-based thresholds, the Company applies a most-likely amount approach on a contract-by-contract basis. Management makes an assessment of the amount of revenue expected to be received based on the probability of the milestone outcome. Variable consideration is included in revenue only to the extent that it is probable that the amount will not be subject to a significant reversal when the uncertainty is resolved (generally when the milestone outcome is satisfied).

 

Research and development

 

Under arrangements where the license fees and research and development activities can be accounted for as a separate unit of accounting, non-refundable upfront license fees are deferred and recognized as revenue on a straight-line basis over the expected term of the Company's continued involvement in the research and development process.

 

Deferred revenue

 

Deferred revenue represents the funds received from clients, for which the revenues have not yet been earned, as the milestones have not been achieved, or in the case of upfront fees for drug development, where the work remains to be completed. As of November 30, 2022, the Company has recorded a deferred revenue balance of $Nil (November 30, 2021 - $Nil) due to the termination of its license and commercial supply agreement with Mallinckrodt.

 

(b)Research and development costs

 

Research and development costs related to continued research and development programs are expensed as incurred in accordance with ASC Topic 730 Research and Development. However, materials and equipment are capitalized and amortized over their useful lives if they have alternative future uses.

 

(c)Translation of foreign currencies

 

Transactions denominated in currencies other than the Company and its wholly owned operating subsidiaries’ functional currencies, monetary assets and liabilities are translated at the period end rates. Revenue and expenses are translated at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these other transactions are recognized in the condensed unaudited interim consolidated statements of operations and comprehensive loss.

 

The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar.

 

 
Page 10

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

4. Significant accounting policies (continued)

 

(d) Investment tax credits

 

The investment tax credits (“ITC") receivable are amounts considered recoverable from the Canadian federal and provincial governments under the Scientific Research & Experimental Development (“SR&ED”) incentive program. The amounts claimed under the program represent the amounts based on management estimates of eligible research and development costs incurred during the year. Realization is subject to government approval. Any adjustment to the amounts claimed will be recognized in the year in which the adjustment occurs. Refundable ITCs claimed relating to capital expenditures are credited to property and equipment. Refundable ITCs claimed relating to current expenditures are netted against research and development expenditures.

 

(e)Loss per share

 

Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

 

The dilutive effect of stock options is determined using the treasury stock method.

 

4. Property and equipment

 

 

 

Computer equipment

 

 

Computer

software

 

 

Furniture and fixtures

 

 

Laboratory equipment

 

 

Leasehold improvements

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 $

 

 

$

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at November 30, 2021

 

 

631,334

 

 

 

156,059

 

 

 

172,498

 

 

 

5,061,857

 

 

 

1,441,452

 

 

 

7,463,200

 

Impairment of asset

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance at November 30, 2022

 

 

631,334

 

 

 

156,059

 

 

 

172,498

 

 

 

5,061,857

 

 

 

1,441,452

 

 

 

7,463,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at February 28, 2023

 

 

631,334

 

 

 

156,059

 

 

 

172,498

 

 

 

5,061,857

 

 

 

1,441,452

 

 

 

7,463,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at November 30, 2021

 

 

565,088

 

 

 

154,500

 

 

 

150,991

 

 

 

4,157,060

 

 

 

1,441,452

 

 

 

6,469,091

 

Depreciation

 

 

19,874

 

 

 

925

 

 

 

4,301

 

 

 

180,959

 

 

 

-

 

 

 

206,059

 

Balance at November 30, 2022

 

 

584,962

 

 

 

155,425

 

 

 

155,292

 

 

 

4,338,019

 

 

 

1,441,452

 

 

 

6,675,150

 

Depreciation

 

 

3,502

 

 

 

189

 

 

 

13,234

 

 

 

23,818

 

 

 

-

 

 

 

40,743

 

Balance at February 28, 2023

 

 

588,464

 

 

 

155,614

 

 

 

168,526

 

 

 

4,361,837

 

 

 

1,441,452

 

 

 

6,715,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 30, 2022

 

 

46,372

 

 

 

634

 

 

 

17,206

 

 

 

723,838

 

 

 

-

 

 

 

788,050

 

February 28, 2023

 

 

42,870

 

 

 

445

 

 

 

3,972

 

 

 

700,020

 

 

 

-

 

 

 

747,307

 

 

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is assessed by comparing the carrying amount of an asset with the sum of the undiscounted cash flows expected from its use and disposal, and as such requires the Company to make significant estimates on expected revenues from the commercialization of its products and services and the related expenses. The Company records a write-down for long-lived assets which have been abandoned and do not have any residual value. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that

 

 
Page 11

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

4. Property and equipment (continued)

 

the carrying value of an asset may not be recoverable. Impairment is assessed by comparing the carrying amount of an asset with the sum of the undiscounted cash flows expected from its use and disposal, and as such requires the Company to make significant estimates on expected revenues from the commercialization of its products and services and the related expenses. The Company records a write-down for long-lived assets which have been abandoned and do not have any residual value.

 

5. Convertible debentures and promissory notes payable

 

(a)Convertible debentures

 

Amounts due to the related parties are payable to two shareholders who are also officers and directors of the Company.

 

 

 

February 28,

 

 

November 30,

 

 

 

2023

 

 

2022

 

Convertible debenture payable to two directors and officers of the

 

 

 

 

 

 

Company, unsecured, 10% annual interest rate,

 

 

 

 

 

 

payable monthly (“2018 Debenture”)

 

$500,000

 

 

$500,000

 

 

 

 

 

 

 

 

 

 

Convertible debenture payable to two directors and officers of the

 

 

 

 

 

 

 

 

Company, unsecured, 12% annual interest rate,

 

 

 

 

 

 

 

 

payable monthly (“May 2019 Debenture”)

 

 

1,050,000

 

 

 

1,050,000

 

 

 

 

 

 

 

 

 

 

Convertible debenture payable to two directors and officers of the

 

 

 

 

 

 

 

 

Company, unsecured, 12% annual interest rate,

 

 

 

 

 

 

 

 

payable monthly (“November 2019 Debenture”)

 

 

250,000

 

 

 

250,000

 

 

 

$1,800,000

 

 

$1,800,000

 

 

On September 10, 2018, the Company completed a private placement financing of the unsecured convertible 2018 Debenture in the principal amount of $0.5 million. The 2018 Debenture matured on September 1, 2020. The 2018 Debenture bore interest at a rate of 10% per annum, payable monthly, was pre-payable at any time at the option of the Company and was convertible at any time into common shares of the Company at a conversion price of $3.00 per common share at the option of the holder. Dr. Isa Odidi and Dr. Amina Odidi, who are shareholders, directors and executive officers of the Company provided the Company with the $0.5 million of the proceeds for the 2018 Debenture.

 

At issuance, as the conversion price was lower than the market share price, the beneficial conversion feature valued at September 10, 2018 of $66,667 was allocated to Additional paid-in capital. Subsequently, the fair value of the 2018 Debenture was accreted over the remaining life of the 2018 Debenture using an effective rate of interest of 7.3%. Effective September 1, 2020, the maturity date for the 2018 Debenture was further extended to November 30, 2020. Under ASC Subtopic 470-50, the change in the debt instrument was accounted for as an extinguishment of debt. At the date of extinguishment, the Company derecognized the carrying amount of convertible debt of $0.5 million and recorded the new convertible debt at the fair value of $0.5 million, resulting in no gain or loss. The carrying amount of the debt instrument is accreted over the remaining life of the 2018 Debenture using a nominal effective rate of interest. As of November 30, 2022 the maturity date for the 2018 Debenture was further extended to August 31, 2023.

 

Effective May 31, 2022, the maturity date for the May 2019 Debenture was further extended to November 30, 2022. Under ASC Subtopic 470-50, the change in the debt instrument was accounted for as an extinguishment of debt. At the date of extinguishment, the Company derecognized the carrying amount of convertible debt of $1,050,000 and recorded the new convertible debt at the fair value of $1,050,000, resulting in no gain or loss. The carrying amount of the debt instrument is accreted over the remaining life of the May 2019 Debenture using a nominal effective rate of interest. As of November 30, 2022 the maturity date for the May 2019 Debenture was further extended to August 31, 2023.

 

 
Page 12

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

5. Convertible debentures and promissory notes payable (continued)

 

(a)Convertible debentures (continued)

 

Effective May 31, 2022, the maturity date for the November 2019 Debenture was further extended to November 30, 2022. Under ASC Subtopic 470-50, the change in the debt instrument was accounted for as an extinguishment. In accordance with ASC paragraph 470-50-40-2, extinguishment transactions between related entities are treated as capital transactions. At the date of extinguishment, the Company derecognized the carrying amount of convertible debt of $250,000 and recorded the new convertible debt at the fair value of $250,000, resulting in no gain or loss. The carrying amount of the debt instrument is accreted over the remaining life of the November 2019 Debenture using a nominal effective rate of interest. As of November 30, 2022 the maturity date for the November 2019 Debenture was further extended to August 31, 2023.

 

(b)Promissory notes payable

 

 

 

 February 28,

 

 

 November 30,

 

 

 

2023

 

 

2022

 

 

 

 $

 

 

$

 

Promissory notes payable to two directors and officers of the Company, unsecured, no annual interest rate on the outstanding loan balance

 

 

157,437

 

 

 

157,437

 

Promissory notes payable to third party unsecured, 10% annual interest    rate on the outstanding loan balance

 

 

203,077

 

 

 

203,077

 

 

 

 

360,514

 

 

 

360,514

 

 

In September 2019, the Company issued two unsecured, non-interest bearing promissory notes, with no fixed repayment terms, in the amounts of US$6,500 and CDN$203,886, to Dr. Isa Odidi and Dr. Amina Odidi, who are shareholders, directors and executive officers of the Company.

 

In October 2023, the Company issued an unsecured, 10% annual interest bearing promissory note, with a 6 month fixed repayment term, in the amount of US$200,000.

 

6. Lease

 

On December 1, 2015, the Company entered into a new lease agreement for the premises that it currently operates from, as well the adjoining property, which is owned by the same landlord, for a 5-year term with a 5-year renewal option. On June 21, 2020, the Company entered into a lease surrender agreement and vacated one of its premises on June 30, 2020. On August 20, 2020, The Company extended its lease for the premises that it currently operates from, for one year, commencing December 1, 2020, with an option to continue on a month-to-month basis after November 30, 2021.This operating lease was capitalized under ASC Topic 842 effective on the August 20, 2020 date of extension.

 

The gross amounts of assets and liabilities related to operating leases were as follows:

 

 

 

February 28,

2023

 

 

November 30,

2022

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Operating lease right-of-use asset

 

$112,760

 

 

$151,471

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

Operating lease liability

 

$138,119

 

 

$165,441

 

 

 

 

 

 

 

 

 

 

Total lease liability

 

$138,119

 

 

$165,441

 

 

 

For the three months ended February 28, 2023, lease payments of $43,629 were paid in relation to the operating lease liability.

 

 
Page 13

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

6. Lease

 

Lease terms and discount rates are as follows:

 

 

 

 February 28,

2023

 

 

 

 

 

Remaining lease term (months)

 

 

9

 

Estimated incremental borrowing rate

 

 

11.4%

 

The approximate future minimum lease payments for the operating lease as at February 28, 2021 were as follows:

 

 

 

February 28,

2023

 

Lease payments for remainder of year

 

$144,190

 

Less imputed interest

 

 

6,071

 

Present value of lease liabilities

 

$138,119

 

 

7. Capital stock

Authorized, issued and outstanding

 

(a)The Company is authorized to issue an unlimited number of common shares, all without nominal or par value and an unlimited number of preference shares. As at February 28, 2023, the Company had 33,092,665 (February 28, 2022 – 33,092,665) common shares issued and outstanding and no preference shares issued and outstanding. Two officers and directors of the Company owned directly and through their family holding company 578,131 (November 30, 2022 – 578,131) common shares or approximately 1.7% (November 30, 2022 – 1.7%) of the issued and outstanding common shares of the Company as at February 28, 2023.

 

Each common share of the Company entitles the holder thereof to one vote at any meeting of shareholders of the Company, except meetings at which only holders of a specified class of shares are entitled to vote.

 

Holders of common shares of the Company are entitled to receive, as and when declared by the board of directors of the Company, dividends in such amounts as shall be determined by the board.

 

The holders of common shares of the Company have the right to receive the remaining property of the Company in the event of liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary.

 

The preference shares may at any time and from time to time be issued in one or more series. The board of directors will, by resolution, from time to time, before the issue thereof, fix the rights, privileges, restrictions and conditions attaching to the preference shares of each series. Except as required by law, the holders of any series of preference shares will not as such be entitled to receive notice of, attend or vote at any meeting of the shareholders of the Company. Holders of preference shares will be entitled to preference with respect to payment of dividends and the distribution of assets in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, on such shares over the common shares of the Company and over any other shares ranking junior to the preference shares.

 

In April 2021, the Company completed a private placement offering of an aggregate of 9,414,560 common shares at a price of CAD$0.41 per Common Share. The Company recorded $3,069,448 44as the value of common shares under Capital stock in 3. The direct costs related to the issuance of the common shares were $38,220. These direct costs were recorded as an offset against the condensed unaudited interim consolidated statements of shareholders’ equity (deficiency).

 

 
Page 14

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

8. Options

 

All grants of options to employees after October 22, 2009 are made from the Employee Stock Option Plan (the “Employee Stock Option Plan”). The maximum number of common shares issuable under the Employee Stock Option Plan is limited to 10% of the issued and outstanding common shares of the Company from time to time, or 3,309,267 based on the number of issued and outstanding common shares as at February 28, 2023. As at February 28, 2023, 1,309,000 options are outstanding and there were 2,000,267 options available for grant under the Employee Stock Option Plan. Each option granted allows the holder to purchase one common share at an exercise price not less than the closing price of the Company's common shares on the TSX on the last trading day prior to the grant of the option. Options granted under these plans typically have a term of 5 years with a maximum term of 10 years and generally vest over a period of up to three years.

 

In the three months ended February 28, 2023, Nil (three months ended February 28, 2022 - Nil) stock options were granted.

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes Option-Pricing Model, consistent with the provisions of ASC Topic 718. Compensation—Stock Compensation Option pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company calculates expected volatility based on historical volatility of the Company’s own volatility for options that have an expected life of less than ten years. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on the historical average of the term and historical exercises of the options. The risk-free rate assumed in valuing the options is based on the U.S. treasury yield curve in effect at the time of grant for the expected term of the option.

 

The expected dividend yield percentage at the date of grant is Nil as the Company is not expected to pay dividends in the foreseeable future.

 

Details of stock option transactions in Canadian dollars (“C$”) are as follows:

 

 

 

 

 

 

 

 February 28,

2023

 

 

 

 

 

 

 February 28,

2022

 

 

 

 

 

 

 Weighted

 

 

 

 

 

 

 

 

 Weighted

 

 

 

 

 

 

 

 

 

 average

 

 

 Weighted

 

 

 

 

 

 average

 

 

 Weighted

 

 

 

 

 

 

 exercise

 

 

 average

 

 

 

 

 

 exercise

 

 

 average

 

 

 

 Number of

 

 

 price per

 

 

 grant date

 

 

 Number of

 

 

 price per

 

 

 grant date

 

 

 

 options

 

 

  share

 

 

 fair value

 

 

 options

 

 

  share

 

 

 fair value

 

 

 

#

 

 

 $

 

 

 $

 

 

 #

 

 

 $

 

 

 $

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, beginning of period

 

 

1,309,000

 

 

 

0.35

 

 

 

0.27

 

 

 

1,489,500

 

 

 

2.40

 

 

 

1.80

 

Expired

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(85,000)

 

 

32.70

 

 

 

25.08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, end of period

 

 

1,309,000

 

 

 

0.35

 

 

 

0.27

 

 

 

1,404,500

 

 

 

0.55

 

 

 

0.38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable, end of period

 

 

1,309,000

 

 

 

0.35

 

 

 

0.27

 

 

 

1,404,500

 

 

 

0.55

 

 

 

0.38

 

 

Total unrecognized compensation cost relating to the unvested performance-based stock options at February 28, 2023 is $Nil (February 28, 2022 - $Nil).

 

For the three months ended February 28, 2023 and 2022, no options were exercised.

 

The Company has estimated its stock option forfeitures to be approximately 4% at February 28, 2023 (three months ended February 28, 2022 - 4%).

 

9. Deferred share units

 

Effective May 28, 2010, the Company’s shareholders approved a Deferred Share Unit (“DSU”) Plan to grant DSUs to its non-management directors and reserved a maximum of 11,000 common shares for issuance under the plan. The DSU Plan permits certain non-management directors to defer receipt of all or a portion of their board fees until termination of the board service and to receive such fees in the form of common shares at that time. A DSU is a unit equivalent in value to one common share of the Company based on the trading price of the Company's common shares on the TSX.

 

 
Page 15

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

9. Deferred share units (continued)

 

Upon termination of board service, the director will be able to redeem DSUs based upon the then market price of the Company's common shares on the date of redemption in exchange for any combination of cash or common shares as the Company may determine.

 

During the three months ended February 28, 2023, no non-management board member elected to receive director fees in the form of DSUs under the Company’s DSU Plans. As at February 28, 2023, Nil (February 28, 2022 – Nil) DSUs were outstanding and 11,000 (February 28, 2022 - 11,000) DSUs were available for grant under the DSU Plan.

 

During the three months ended February 28, 2023 and 2022, no DSUs were exercised.

 

10. Warrants

 

All of the Company’s outstanding warrants are considered to be indexed to the Company’s own stock and are therefore classified as equity under ASC 480.Topic 480 Distinguishing Liabilities from Equity. The warrants, in specified situations, provide for certain compensation remedies to a holder if the Company fails to timely deliver the shares underlying the warrants in accordance with the warrant terms.

 

The following table provides information on the 21,160,314 warrants, including 2018 Firm Warrants, outstanding and exercisable as of February 28, 2023:

 

 

 

 Exercise

 

 

 Number

 

 

 

 

 Shares issuable

 

Warrant

 

 price ($)

 

 

 outstanding

 

 

 Expiry

 

 upon exercise

 

 

 

 

 

 

 

 

 

 

 

 

 

2018 Firm Warrants

 

 

0.75

 

 

 

20,000,000

 

 

October 16, 2023

 

 

20,000,000

 

October 2018 Placement Agent Warrants

 

 

0.9375

 

 

 

1,160,314

 

 

October 16, 2023

 

 

1,160,314

 

 

 

 

 

 

 

 

21,160,314

 

 

 

 

 

21,160,314

 

 

During the three months ended February 28, 2023, there were no exercises in respect of warrants (three months ended February 28, 2022 – Nil).

 

Details of warrant transactions for the three months ended February 28, 2023 and 2022 are as follows:

 

 

 

Outstanding,

December 1,

2022

 

 

Issued

 

 

Expired

 

 

Exercised

 

 

Outstanding,

February 28,

2023

 

2018 Firm Warrants

 

 

20,000,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,000,000

 

October 2018 Placement Agent Warrants

 

 

1,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,160,314

 

 

 

 

21,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,160,314

 

 

 

 

Outstanding, 

December 1,

2021

 

 

Issued

 

 

Expired

 

 

Exercised

 

 

Outstanding, 

February 28, 

2022

 

2018 Firm Warrants

 

 

20,000,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,000,000

 

October 2018 Placement Agent Warrants

 

 

1,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,160,314

 

 

 

 

21,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,160,314

 

  

 
Page 16

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

11. Income Taxes

 

The Company has had no taxable income under the Federal and Provincial tax laws of Canada for the three months ended February 28, 2023 and 2022. The Company has non-capital loss carry-forwards at February 28, 2023, totaling $62,493,624 in Canada that must be offset against future taxable income. If not utilized, the loss carry-forwards will expire between 2029 and 2042.

 

At February 28, 2023, the Company had a cumulative carry-forward pool of Canadian Federal Scientific Research & Experimental Development expenditures in the amount of $15,951,739 which can be carried forward indefinitely.

 

At February 28, 2023, the Company had approximately $2,933,013 of unclaimed Investment Tax Credits which expire from 2025 to 2039. These credits are subject to a full valuation allowance as they are not more likely than not to be realized.

 

12. Contingencies

 

From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As at February 28, 2023, and continuing as at June 5, 2023, the Company is not aware of any pending or threatened material litigation claims against the Company, other than as described below.

 

In November 2016, the Company filed an NDA for its Oxycodone ER product candidate, relying on the 505(b)(2) regulatory pathway, which allowed the Company to reference data from Purdue Pharma L.P's (“Purdue”) file for its OxyContin® extended release oxycodone hydrochloride. The Oxycodone ER application was accepted by the FDA for further review in February 2017. The Company certified to the

FDA that it believed that its Oxycodone ER product candidate would not infringe any of the OxyContin® patents listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations, commonly

known as the “Orange Book”, or that such patents are invalid, and so notified Purdue and the other owners of the subject patents listed in the Orange Book of such certification.

 

On April 7, 2017, the Company received notice that Purdue Pharma L.P., Purdue Pharmaceuticals L.P., The P.F. Laboratories, Inc., or collectively the Purdue parties, Rhodes Technologies, and Grünenthal GmbH, or collectively the Purdue litigation plaintiffs, had commenced patent infringement proceedings against the Company in the U.S. District Court for the District of Delaware (docket number 17-392) in respect of its NDA filing for Oxycodone ER, alleging that its proposed Oxycodone ER infringes six out of the 16 patents associated with the branded product OxyContin®, or the OxyContin® patents, listed in the Orange Book.

 

Subsequent to the above-noted filing of lawsuit, four further such patents were listed and published in the Orange Book. On March 16, 2018, the Company received notice that the Purdue litigation plaintiffs had commenced further such patent infringement proceedings adding the four further patents. On April 15, 2020, Purdue filed a new patent infringement suit against the Company relating to additional Paragraph IV certifications lodged against two more listed Purdue patents.

 

As a result of the commencement of the first of these legal proceedings, the FDA was stayed for 30 months from granting final approval to the Company’s Oxycodone ER product candidate. That time period commenced on February 24, 2017, when the Purdue litigation plaintiffs received notice of the Company’s certification concerning the patents, and were to expire on August 24, 2019, unless the stay was earlier terminated by a final declaration of the courts that the patents are invalid, or are not infringed, or the matter is otherwise settled among the parties. On April 24, 2019, an order was issued, setting a trial date of

November 12, 2019 for case number 17-392 in the District of Delaware, and also extending the 30-month stay date for regulatory approval to March 2, 2020.

 

On or about June 26, 2018, the court issued an order to sever 6 “overlapping” patents from the second Purdue case but ordered litigation to proceed on the 4 new (2017-issued) patents. An answer and counterclaim was filed on July 9, 2018. On July 6, 2018, the court issued a so-called “Markman” claim construction ruling on the first case. On July 24, 2018, the parties to the case mutually agreed to and did have dismissed without prejudice the infringement claims related to the Grünenthal ‘060 patent, which is one of the six patents included in the original litigation case.

 

 
Page 17

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

12. Contingencies (continued)

 

On October 4, 2018, the parties mutually agreed to postpone the scheduled court date pending a case status conference scheduled for December 17, 2018. At that time, further trial scheduling and other administrative matters were postponed pending the Company’s resubmission of the Oxycodone ER NDA to the FDA, which was made on February 28, 2019. On January 17, 2019, the court issued a scheduling order in which the remaining major portions are scheduled. The trial was scheduled for June 2020.

 

On April 4, 2019, the U.S. Federal Circuit Court of Appeals affirmed the invalidity of one Purdue OxyContin® formulation patent, subject to further appeal to the U.S. Supreme Court.

 

Following the filing of a bankruptcy stay by Purdue Pharma L.P., the Company’s ongoing litigation case numbers 1:17-cv-00392-RGA and 1:18-cv-00404-RGA-SRF between Purdue Pharma L.P. et al and The Company were stayed and the existing trial dates in both cases vacated by orders issued in each case by the judge in the District of Delaware on October 3, 2019. With the litigation stay order, the previous 30-month stay date of March 2, 2020 was unchanged.

 

On or about July 2, 2020 the parties in the cases, numbers 17-cv-392-RGA, 18-cv-404-RGA and 20-cv-515-RGA (the “Litigations”) between Purdue Pharma L.P. et al (“Purdue’) and Intellipharmaceutics entered into a stipulated dismissal of the Litigations. The stipulated dismissal, which was subject to approval by the bankruptcy court presiding over Purdue Pharma’s pending chapter 11 cases, provides for the termination of the patent infringement proceedings. The stipulated dismissal also provides that (i) for a thirty (30) day period following a final approval of the Company’s Aximris XRTM NDA the parties will attempt to resolve any potential asserted patent infringement claims relating to the NDA and (ii) if the parties fail to resolve all such claims during such period Purdue Pharma will have fifteen (15) days to pursue an infringement action against the Company. The terms of the stipulated dismissal agreement are confidential.

 

On July 28, 2020 the U.S .District Court for the District of Delaware signed the stipulations of dismissal into order thereby dismissing the claims in the three cases without prejudice.In consideration of the confidential stipulated dismissal agreement and for future saved litigation expenses, Purdue paidan amount to the Company.

 

In July 2017, three complaints were filed in the U.S. District Court for the Southern District of New York that were later consolidated under the caption Shanawaz v. Intellipharmaceutics Int’l Inc., et al., No. 1:17-cv-05761 (S.D.N.Y.). The lead plaintiffs filed a consolidated amended complaint on January 29, 2018. In the amended complaint, the lead plaintiffs assert claims on behalf of a putative class consisting of purchasers of the Company’s securities between May 21, 2015 and July 26, 2017. The amended complaint alleges that the defendants violated Sections 10(b) and 20(a) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder by making allegedly false and misleading statements or failing to disclose certain information regarding the Company’s NDA for Oxycodone ER abuse-deterrent oxycodone hydrochloride extended release tablets. The complaint seeks, among other remedies, unspecified damages, attorneys’ fees and other costs, equitable and/or injunctive relief, and such other relief as the court may find just and proper.

 

On November 7, 2019, the Company announced that the parties reached a settlement that is subject to the approval of the court following notice to class members. The stipulation of settlement provides for a settlement payment of US$1.6 million by the Company, which has been paid from available insurance coverage.

 

As part of the settlement, the Company also agreed to contribute to the settlement fund specific anticipated Canadian tax refunds of up to US$400,000 to the extent received within 18 months after the entry of final judgment. The stipulation of settlement acknowledges that the Company and the other defendants continue to deny that they committed any violation of the U.S. securities laws or engaged in any other wrongdoing and that they are entering into the settlement at this time based on the burden, expense, and inherent uncertainty of continuing the litigation. On December 7, 2020 the court approved the settlement and entered an order and final judgement to that effect, thereby concluding the case.

 

On February 21, 2019, the Company and its CEO, Dr. Isa Odidi (“Defendants”), were served with a Statement of Claim filed in the Superior Court of Justice of Ontario (“Court”) for a proposed class action under the Ontario Class Proceedings Act (“Action”). The Action was brought by Victor Romita, the

 

 
Page 18

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

12. Contingencies (continued)

 

proposed representative plaintiff (“Plaintiff”), on behalf of a class of Canadian persons (“Class”) who traded shares of the Company during the period from February 29, 2016 to July 26, 2017 (“Period”). The Statement of Claim, under the caption Victor Romita v. Intellipharmaceutics International Inc. and Isa Odidi, asserted that the defendants knowingly or negligently made certain public statements during the relevant period that contained or omitted material facts concerning Oxycodone ER abuse-deterrent oxycodone hydrochloride extended-release tablets. The plaintiff alleges that he and the class suffered loss and damages as a result of their trading in the Company’s shares during the relevant period. The plaintiff seeks, among other remedies, unspecified damages, legal fees and court and other costs as the Court may permit. On February 26, 2019, the plaintiff delivered a Notice of Motion seeking the required approval from the Court, in accordance with procedure under the Ontario Securities Act, to allow the statutory claims under the Ontario Securities Act to proceed with respect to the claims based upon the acquisition or disposition of the Company’s shares on the TSX during the Period (“Motion”). On June 28, 2019, the Court endorsed a timetable for the exchange of material leading to the hearing of the Motion scheduled for January 27-28, 2020. On October 28, 2019, plaintiff’s counsel advised the court that the Plaintiff intended to amend his claim and could not proceed with the Leave Motion scheduled for January 27-28, 2020. As such, the Court released those dates. On January 28, 2020 the plaintiff served a Notice of Motion for leave to amend the Statement of Claim. On April 2, 2020 the plaintiff delivered an Amended Motion Record and Amended Notice of Motion seeking an order for leave to issue a fresh as Amended Statement of Claim including the addition of Christopher Pearce as a Plaintiff (“Amendment Motion”).

 

On May 1, 2020, the court granted the plaintiff’s Amendment Motion. An order for leave to proceed for settlement purposes was granted on 25 June 2021. At a hearing on October 12,2021, the Court approved the settlement. The stipulation of settlement provides for a settlement payment of CAD$266,000 by the Company, CAD$226,000 was paid from insurance coverage while the Company paid CAD$40,000. Therefore, this action is now settled.

 

On October 7, 2019, a complaint was filed in the U.S. District Court for the Southern District of New York by Alpha Capital Anstalt (“Alpha”) against the Company, two of its existing officers and directors and its former Chief Financial Officer. In the complaint, Alpha alleged that the Company and the executive officers/directors named in the complaint violated Sections 11, 12(a)(2) and 15 of the U.S. Securities Act of 1933, as amended, by allegedly making false and misleading statements in the Company’s Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on September 20, 2018, as amended (the “Registration Statement”) by failing to disclose certain information regarding the resignation of the Company’s then Chief Financial Officer, which was announced several weeks after such registration statement was declared effective. In the complaint, Alpha seeks unspecified damages, rescission of its purchase of the Company’s securities in the relevant offering, attorneys’ fees and other costs and further relief as the court may find just and proper. On December 12, 2019, the Company and the other defendants in the action filed a motion to dismiss for failure to state a claim. The plaintiff filed an opposition to that motion on February 4, 2020 and a reply brief in further support of the motion to dismiss the action was filed March 6, 2020. In addition, the Court scheduled a mandatory settlement conference with the Magistrate Judge for April 23, 2020 which the Company and its counsel attended. On June 18, 2020, the court largely denied the Company’s motion to dismiss the action. Briefing on these motions was completed on February 19, 2021. In a court order filed July 9, 2021, the District Court issued an opinion and order granting summary judgment in the Company’s favor and ordered the case closed. The judgment was entered on July 12, 2021. On August 10, 2021, the Plaintiff filed a notice of appeal. On October 1, 2021, the Plaintiff filed a notice of voluntary dismissal of the appeal with prejudice, stipulated to by the Company. The Court of Appeals “so ordered” the voluntary dismissal stipulation and the appeal was dismissed. As a result, the matter has been fully resolved in favor of the Company and the named individual Defendants.

 

On or about August 5, 2020 a former employee filed a claim against the Company for wrongful dismissal of employment plus loss of benefits, unpaid vacation pay, interest and costs. The parties have agreed to settlement terms in the matter. The Company has fulfilled the terms and has received a release and consent to dismiss. A dismissal order is pending from the court.

 

 
Page 19

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

12. Contingencies (continued)

 

On or about August 9, 2022, a service provider brought to the Company’s attention a Motion Record to seek judgement with respect to amounts owed it by the Company for the principal amount owed, plus pre-judgment interest and costs. We found out then, that a statement of claim dated May 3, 2021 was delivered to the Company’s premises. The Company did not respond to the claim because it was inadvertently never brought to the attention of management, as a result the Company was noted in default in May 31, 2021. The Company was not aware of claim and the default before August 9, 2022. The Company has signed a consent which allows the other party to obtain judgement from a court and take steps to enforce judgement if we default on certain conditions.

 

13. Financial instruments

 

(a) Fair values

 

The Company follows ASC Topic 820 Fair Value Measurement (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC Topic 820 apply to other accounting pronouncements that require or permit fair value measurements. ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date; and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

 

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

 

The three levels of the hierarchy are defined as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly for substantially the full term of the financial instrument.

 

Level 3 inputs are unobservable inputs for asset or liabilities.

 

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

(i) The Company calculates fair value of the options and warrants using its own historical volatility (Level 1).

 

(ii) The Company calculates the interest rate for the conversion option based on the Company’s estimated cost of raising capital (Level 2).

 

An increase/decrease in the volatility and/or a decrease/increase in the discount rate would have resulted in an increase/decrease in the fair value of the conversion option and warrants.

 

Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis are as follows:

 

 

 

February 28, 2023

 

 

November 30, 2022

 

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

 

amount

 

 

value

 

 

amount

 

 

value

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Convertible debentures(i)

 

 

1,800,000

 

 

 

1,768,358

 

 

 

1,800,000

 

 

 

1,753,406

 

Promissory notes payable(i)

 

 

360,514

 

 

 

360,514

 

 

 

360,514

 

 

 

360,514

 

  

 
Page 20

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

13. Financial instruments (continued)

 

(a) Fair values (continued)

 

(i) The Company calculates the interest rate for the Debentures and promissory notes payable based on the Company’s estimated cost of raising capital and uses the discounted cash flow model to calculate the fair value of the Debentures and the promissory notes payable.

 

The carrying values of cash, accounts receivable, accounts payable, accrued liabilities and employee cost payable approximates their fair values because of the short-term nature of these instruments.

 

(b) Interest rate and credit risk

 

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in interest rates. The Company does not believe that the results of operations or cash flows would be affected to any significant degree by a sudden change in market interest rates, relative to interest rates on cash and the convertible debenture due to the short-term nature of these obligations. Trade accounts receivable potentially subjects the Company to credit risk. The Company provides an allowance for doubtful accounts equal to the estimated losses expected to be incurred in the collection of accounts receivable.

 

The following table sets forth details of the aged accounts receivable that are not overdue as well as an analysis of overdue amounts and the related allowance for doubtful accounts:

 

 

 

 February 28,

 

 

 November 30,

 

 

 

2023

 

 

2022

 

 

 

 $

 

 

 $

 

Accounts receivable

 

 

211,527

 

 

 

602

 

Less allowance for doubtful accounts

 

 

-

 

 

 

-

 

Total trade and other receivables, net

 

 

211,527

 

 

 

602

 

 

 

 

 

 

 

 

 

 

Not past due

 

 

211,527

 

 

 

602

 

Past due for more than 31 days but no more than 120 days

 

 

-

 

 

 

-

 

Past due for more than 120 days

 

 

-

 

 

 

-

 

Total trade and other receivables, gross

 

 

211,527

 

 

 

602

 

 

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of uncollateralized accounts receivable. The Company’s maximum exposure to credit risk is equal to the potential amount of financial assets. For the three months ended February 28, 2023, three customers accounted for all the revenues and one customer accounted for all the accounts receivable of the Company.

 

The Company is also exposed to credit risk at period end from the carrying value of its cash. The Company manages this risk by maintaining bank accounts with a Canadian Chartered Bank. The Company’s cash is not subject to any external restrictions.

 

(c)Foreign exchange risk

 

The Company has balances in Canadian dollars that give rise to exposure to foreign exchange risk relating to the impact of translating certain non-U.S. dollar balance sheet accounts as these statements are presented in U.S. dollars. A strengthening U.S. dollar will lead to a foreign exchange loss while a weakening U.S. dollar will lead to a foreign exchange gain. For each Canadian dollar balance of $1.0 million, a +/- 10% movement in the Canadian currency held by the Company versus the U.S. dollar would affect the Company’s loss and other comprehensive loss by $0.1 million.

 

Page 21

 

Table of Contents

 

Intellipharmaceutics International Inc.

Notes to the condensed unaudited interim consolidated financial statements

For the three months ended February 28, 2023 and 2022

(Stated in U.S. dollars)

 

 

 

 

13. Financial instruments (continued)

 

(d) Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty raising liquid funds to meet its commitments as they fall due. In meeting its liquidity requirements, the Company closely monitors its forecasted cash requirements with expected cash drawdown.

 

The following are the contractual maturities of the undiscounted cash flows of financial liabilities as at February 28, 2023:

 

 

 

 

 

 Less than

 

 

 3 to 6

 

 

 6 to 9

 

 

 9 months

 

 

 Greater than

 

 

 

 

 

 3 months

 

 

 months

 

 

 months

 

 

 to 1 year

 

 

 1 year

 

 

Total

 

 

 

 

 

$

 

 

$

 

 

$

 

 

 

 

$

 

Accounts payable

 

 

3,815,580

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,815,580

 

Accrued liabilities

 

 

3,074,485

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,074,485

 

Employee costs payable

 

 

3,310,173

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,310,173

 

Operating lease liabiity

 

 

45,891

 

 

 

45,891

 

 

 

45,891

 

 

 

-

 

 

 

-

 

 

 

137,673

 

Convertible debentures (Note 5)

 

 

1,800,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,800,000

 

Promissory notes payable (Note 5)

 

 

360,514

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

360,514

 

Total contractual obligations

 

 

12,406,643

 

 

 

45,891

 

 

 

45,891

 

 

 

-

 

 

 

-

 

 

 

12,498,425

 

 

 

 

14. Segmented information

 

The Company's operations comprise a single reportable segment engaged in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. As the operations comprise a single reportable segment, amounts disclosed in the financial statements for revenue, loss for the period, depreciation and total assets also represent segmented amounts. In addition, all of the Company's long-lived assets are in Canada. The Company’s license and commercialization agreement with Par accounts for substantially all of the revenue of the Company.

 

           

 

 

 For the three months ended

 

 

 

 February 28,

 

 

 February 28,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

United States

 

 

326,343

 

 

 

66,433

 

Canada

 

 

-

 

 

 

16,978

 

 

 

 

 As at

 

 

 

 February 28,

 

 

 November 30,

 

 

 

2023

 

 

2022

 

Total assets

 

 

 

 

 

 

Canada

 

 

1,595,434

 

 

 

1,432,032

 

 

 

 

 

 

 

 

 

 

Total property and equipment

 

 

 

 

 

 

 

 

Canada

 

 

747,307

 

 

 

788,050

 

 

                

 

 

Page 22

 

   

 

 

 

 

               

 

 

 

 

 

 

 

  

 

 

nullnullnullv3.23.3
Cover
3 Months Ended
Feb. 28, 2023
Cover [Abstract]  
Entity Registrant Name Intellipharmaceutics International Inc.
Entity Central Index Key 0001474835
Document Type 6-K
Amendment Flag false
Current Fiscal Year End Date --11-30
Document Period End Date Feb. 28, 2023
Document Fiscal Period Focus Q1
Document Fiscal Year Focus 2023
Entity File Number 000-53805
Entity Address Address Line 1 30 WORCESTER ROAD
Entity Address City Or Town TORONTO
Entity Address Postal Zip Code M9W 5X2
v3.23.3
Consolidated balance sheets - USD ($)
Feb. 28, 2023
Nov. 30, 2022
Current    
Cash $ 69,546 $ 83,722
Trade and other receivables, net 211,527 602
Investment tax credits 268,179 268,179
Prepaid expenses and other assets 186,115 140,008
Current Assets 735,367 492,511
Property and equipment, net (Note 4) 747,307 788,050
Right-of-use asset (Note 6) 112,760 151,471
Assets 1,595,434 1,432,032
Liabilities    
Accounts payable 3,815,580 3,764,692
Accrued liabilities 3,074,485 2,821,506
Employee costs payable 3,310,173 3,067,578
Operating lease liability (Note 6) 138,119 165,441
Income tax payable 29,036 29,036
Promissory notes payable (Note 5) 360,514 360,514
Convertible debentures (Note 5) 1,800,000 1,800,000
Liabilities 12,527,907 12,008,767
Capital stock (Note 7)    
Authorized Unlimited common shares without par value Unlimited preference shares Issued and outstanding 33,092,665 common shares (November 30, 2020 - 23,678,105) 49,175,630 49,175,630
Additional paid-in capital 45,097,313 45,097,313
Accumulated other comprehensive income 284,421 284,421
Accumulated deficit (105,489,837) (105,134,099)
Shareholders' deficiency (10,932,473) (10,576,735)
Contingencies (Note 12)    
Liabilities and Shareholders' deficiency $ 1,595,434 $ 1,432,032
v3.23.3
Consolidated balance sheets (Parenthetical) - shares
Feb. 23, 2028
Nov. 30, 2020
Consolidated balance sheets    
Common shares, issued 33,092,665 23,678,105
Common shares, outstanding 33,092,665 23,678,105
v3.23.3
Consolidated statements of operations and comprehensive loss - USD ($)
3 Months Ended
Feb. 28, 2023
Feb. 28, 2022
Revenues    
Licensing (Note 3) $ 326,343 $ 66,433
Other 0 16,978
Revenues 326,343 83,411
Expenses    
Research and development 448,166 543,990
Selling, general and administrative 138,835 260,858
Depreciation (Note 4) 40,742 51,478
Total operating expenses 627,743 856,326
Loss from operations (301,400) (772,915)
Net foreign exchange loss (3,578) (7,494)
Interest expense (50,760) (100,563)
Net loss and comprehensive loss $ (355,738) $ (880,972)
Loss per common share, basic and diluted $ (0.01) $ (0.03)
Weighted average number of common shares outstanding, basic and diluted 33,092,665 33,092,665
v3.23.3
Consolidated statements of shareholders' equity (deficiency) - USD ($)
Total
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income
Accumulated Deficit
Balance, shares at Nov. 30, 2021   33,092,665      
Balance, amount at Nov. 30, 2021 $ (8,155,218) $ 49,175,630 $ 44,626,436 $ 284,421 $ (102,241,705)
Beneficial conversion feature related to Debentures (Note 5) 20,833 $ 0 20,833 0 0
Net loss (880,972)   0 0 (880,972)
Balance, shares at Feb. 28, 2022   33,092,665      
Balance, amount at Feb. 28, 2022 (9,015,357) $ 49,175,630 44,647,269 284,421 (103,122,677)
Balance, shares at Nov. 30, 2022   33,092,665      
Balance, amount at Nov. 30, 2022 (10,576,735) $ 49,175,630 45,097,313 284,421 (105,134,099)
Net loss (355,738) $ 0 0 0 (355,738)
Balance, shares at Feb. 28, 2023   33,092,665      
Balance, amount at Feb. 28, 2023 $ (10,932,473) $ 49,175,630 $ 45,097,313 $ 284,421 $ (105,489,837)
v3.23.3
Consolidated statements of cash flows - USD ($)
3 Months Ended
Feb. 28, 2023
Feb. 28, 2022
Consolidated statements of cash flows    
Net loss $ (355,738) $ (880,972)
Depreciation (Note 4) 40,742 51,478
Accreted interest (Note 5) 0 48,517
Non-cash lease expense 11,390 (122,725)
Unrealized foreign exchange loss (5) 1,183
Change in non-cash operating assets & liabilities    
Trade and other receivables (210,925) (37,353)
Prepaid expenses, sundry and other assets (46,107) (245,127)
Accounts payable, accrued liabilities and employee costs payable 546,467 501,141
Operating lease liability 0 123,277
Cash flows used in operating activities (14,176) (560,581)
Decrease in cash (14,176) (560,581)
Cash, beginning of period 83,722 771,945
Cash, end of period $ 69,546 $ 211,364
v3.23.3
Nature of operations
3 Months Ended
Feb. 28, 2023
Nature of operations  
Nature of operations

1. Nature of operations

 

Intellipharmaceutics International Inc. (the “Company”) is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs.

 

On October 22, 2009, IntelliPharmaCeutics Ltd. (“IPC Ltd. “) and Vasogen Inc. completed a court approved plan of arrangement and merger (the “IPC Arrangement Agreement”), resulting in the formation of the Company, which is incorporated under the laws of Canada. The Company’s common shares are traded on the Toronto Stock Exchange (“TSX”) and the OTCQB Venture Market.

 

The Company earns revenue from non-refundable upfront fees, milestone payments upon achievement of specified research or development, exclusivity milestone payments and licensing and cost-plus payments on sales of resulting products. In November 2013, the U.S. Food and Drug Administration (“FDA”) granted the Company final approval to market the Company’s first product, the 15 mg and 30 mg strengths of the Company’s generic Focalin XR® (dexmethylphenidate hydrochloride extended-release) capsules. In 2017, the FDA granted final approval for the remaining 6 (six) strengths, all of which have been launched. In May 2017, the FDA granted the Company final approval for its second commercialized product, the 50, 150, 200, 300 and 400 mg strengths of generic Seroquel XR® (quetiapine fumarate extended release) tablets, and the Company commenced shipment of all strengths that same month. In November 2018, the FDA granted the Company final approval for its venlafaxine hydrochloride extended-release capsules in the 37.5, 75, and 150 mg strengths.

 

Going concern

 

The condensed unaudited interim consolidated financial statements are prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. The Company has incurred losses from operations since inception and has reported losses of $355,738 for the three months ended February 28, 2023 (three months ended February 28, 2022 - $880,972) and has an accumulated deficit of $105,489,837 as at February 28, 2023 (November 30, 2022 - $104,678,533). The Company has a working capital deficiency of $11,792,541 as at February 28, 2023 (November 30, 2022 –$11,516,252). The Company has funded its research and development (“R&D”) activities principally through the issuance of securities, loans from related parties, funds from the IPC Arrangement Agreement, and funds received under development agreements. There is no certainty that such funding will be available going forward. These conditions raise substantial doubt about its ability to continue as a going concern and realize its assets and pay its liabilities as they become due.

 

In order for the Company to continue as a going concern and fund any significant expansion of its operation or R&D activities, the Company will require significant additional capital. Although there can be no assurances, such funding may come from revenues from the sales of the Company’s generic Focalin XR® (dexmethylphenidate hydrochloride extended-release) capsules, from revenues from the sales of the Company’s generic Seroquel XR® (quetiapine fumarate extended-release) tablets and from potential partnering opportunities. Other potential sources of capital may include payments from licensing agreements, cost savings associated with managing operating expense levels, other equity and/or debt financings, and/or new strategic partnership agreements which fund some or all costs of product development. The Company’s ultimate success will depend on whether its product candidates receive the approval of the FDA, Health Canada, and the regulatory authorities of the other countries in which its products are proposed to be sold and whether it is able to successfully market approved products. The Company cannot be certain that it will receive FDA, Health Canada, or such other regulatory approval for any of its current or future product candidates, or that it will reach the level of sales and revenues necessary to achieve and sustain profitability, or that the Company can secure other capital sources on terms or in amounts sufficient to meet its needs, or at all.

 

The availability of equity or debt financing will be affected by, among other things, the results of the Company’s R&D, its ability to obtain regulatory approvals, its success in commercializing approved products with its commercial partners and the market acceptance of its products, the state of the capital markets generally, the delisting from Nasdaq (as defined below), strategic alliance agreements, and other relevant commercial considerations.

In addition, if the Company raises additional funds by issuing equity securities, its then existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require the Company to agree to operating and financial covenants that would restrict its operations. In the event that the Company does not obtain sufficient additional capital, it will raise substantial doubt about the Company’s ability to continue as a going concern, realize its assets and pay its liabilities as they become due. The Company’s cash outflows are expected to consist primarily of internal and external R&D, legal and consulting expenditures to advance its product pipeline and selling, general and administrative expenses to support its commercialization efforts. Depending upon the results of the Company’s R&D programs, the impact of the litigation against the Company and the availability of financial resources, the Company could decide to accelerate, terminate, or reduce certain projects, or commence new ones. Any failure on its part to successfully commercialize approved products or raise additional funds on terms favorable to the Company or at all, may require the Company to significantly change or curtail its current or planned operations in order to conserve cash until such time, if ever, that sufficient proceeds from operations are generated, and could result in the Company not taking advantage of business opportunities, in the termination or delay of clinical trials or the Company not taking any necessary actions required by the FDA or Health Canada for one or more of the Company’s product candidates, in curtailment of the Company’s product development programs designed to identify new product candidates, in the sale or assignment of rights to its technologies, products or product candidates, and/or its inability to file Abbreviated New Drug Applications (“ANDAs”), Abbreviated New Drug Submissions (“ANDSs”) or New Drug Applications (“NDAs”) at all or in time to competitively market its products or product candidates.

 

The condensed unaudited interim consolidated financial statements do not include any adjustments that might result from the outcome of uncertainties described above. If the going concern assumption no longer becomes appropriate for these condensed unaudited interim consolidated financial statements, then adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.

v3.23.3
Basis of presentation
3 Months Ended
Feb. 28, 2023
Basis of presentation  
Basis of presentation

2. Basis of presentation

 

(a) Basis of consolidation

 

These condensed unaudited interim consolidated financial statements include the accounts of the Company and its wholly owned operating subsidiaries, IPC Ltd., Intellipharmaceutics Corp., and Vasogen Corp.

 

References in these condensed unaudited interim consolidated financial statements to share amounts, per share data, share prices, exercise prices and conversion rates have been adjusted to reflect the effect of the 1-for-10 reverse stock split (known as a share consolidation under Canadian law) (the “reverse split”) which became effective on each of The Nasdaq Stock Market LLC (“Nasdaq”) and TSX at the opening of the market on September 14, 2018. The term “share consolidation” is intended to refer to such reverse split and the terms “pre-consolidation” and “post-consolidation” are intended to refer to “pre-reverse split” and “post-reverse split”, respectively.

 

In September 2018, the Company announced the reverse split. At a special meeting of the Company’s shareholders held on August 15, 2018, the Company’s shareholders granted the Company’s Board of Directors discretionary authority to implement a share consolidation of the issued and outstanding common shares of the Company on the basis of a share consolidation ratio within a range from five (5) pre-consolidation common shares for one (1) post-consolidation common share to fifteen (15) pre-consolidation common shares for one (1) post-consolidation common share. The Board of Directors selected a share consolidation ratio of ten (10) pre-consolidation shares for one (1) post-consolidation common share. On September 12, 2018, the Company filed an amendment to the Company’s articles ("Articles of Amendment") to implement the 1-for-10 reverse split.

The Company’s common shares began trading on each of Nasdaq and TSX on a post-split basis under the Company’s existing trade symbol “IPCI” at the opening of the market on September 14, 2018. In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the change was applied retroactively.

 

The condensed unaudited interim consolidated financial statements do not conform in all respects to the annual requirements of U.S. GAAP. Accordingly, these condensed unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended November 30, 2022.

 

These condensed unaudited interim consolidated financial statements have been prepared using the same accounting policies and methods as those used by the Company in the annual audited consolidated financial statements for the year ended November 30, 2022.

 

The condensed unaudited interim consolidated financial statements reflect all adjustments necessary for the fair presentation of the Company’s financial position and results of operation for the interim periods presented. All such adjustments are normal and recurring in nature.

 

All inter-company accounts and transactions have been eliminated on consolidation.

 

(b) Use of estimates

 

The preparation of the condensed unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.

 

Areas where significant judgment is involved in making estimates are the determination of the functional currency; the fair values of financial assets and liabilities, valuation of convertible debt; the determination of units of accounting for revenue recognition; the accrual of licensing and milestone revenue; and forecasting future cash flows for assessing the going concern assumption.

 

From late 2019 the Company has had to reduce development activities and staffing levels significantly due to ongoing financial problems which have continued, coupled with the effects of the Covid-19 pandemic. It is not possible to reliably estimate the length and severity of the developments and impact on the future financial results and condition of the Company. The challenges and uncertainties could impair the Company’s ability to raise capital,postpone research activities, impact our ability to maintain operations and launch new products; it could also impair the value of our shares, our long-lived assets, and materially adversely impact our ability to generate potential future revenue.

v3.23.3
Significant accounting policies
3 Months Ended
Feb. 28, 2023
Significant accounting policies  
Significant accounting policies

3. Significant accounting policies

 

(a) Revenue recognition

 

The Company accounts for revenue in accordance with the provisions of ASC Topic 606 Revenue from Contracts with Customers. Under ASC Topic 606, the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC Topic 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s). The Company earns revenue from non-refundable upfront fees, milestone payments upon achievement of specified research or development, exclusivity milestone payments and licensing payments on sales of resulting products.

 

The relevant revenue recognition accounting policy is applied to each separate unit of accounting.

Licensing

 

The Company recognizes revenue from the licensing of the Company's drug delivery technologies, products and product candidates. Under the terms of the licensing arrangements, the Company provides the customer with a right to access the Company’s intellectual property with regards to the license which is granted. Revenue arising from the license of intellectual property rights is recognized over the period the Company transfers control of the intellectual property.

 

The Company has a license and commercialization agreement with Par Pharmaceutical Inc. (“Par”). Under the exclusive territorial license rights granted to Par, the agreement requires that Par manufacture, promote, market, sell and distribute the product. Licensing revenue amounts receivable by the Company under this agreement are calculated and reported to the Company by Par, with amounts generally based upon net product sales and net profit which include estimates for chargebacks, rebates, product returns, and other adjustments. Licensing revenue payments received by the Company from Par under this agreement are not subject to further deductions for chargebacks, rebates, product returns, and other pricing adjustments. Based on this arrangement and the guidance per ASC Topic 606, the Company records licensing revenue over the period the Company transfers control of the intellectual property in the condensed unaudited interim consolidated statements of operations and comprehensive loss.

 

Milestones

 

For milestone payments that are not contingent on sales-based thresholds, the Company applies a most-likely amount approach on a contract-by-contract basis. Management makes an assessment of the amount of revenue expected to be received based on the probability of the milestone outcome. Variable consideration is included in revenue only to the extent that it is probable that the amount will not be subject to a significant reversal when the uncertainty is resolved (generally when the milestone outcome is satisfied).

 

Research and development

 

Under arrangements where the license fees and research and development activities can be accounted for as a separate unit of accounting, non-refundable upfront license fees are deferred and recognized as revenue on a straight-line basis over the expected term of the Company's continued involvement in the research and development process.

 

Deferred revenue

 

Deferred revenue represents the funds received from clients, for which the revenues have not yet been earned, as the milestones have not been achieved, or in the case of upfront fees for drug development, where the work remains to be completed. As of November 30, 2022, the Company has recorded a deferred revenue balance of $Nil (November 30, 2021 - $Nil) due to the termination of its license and commercial supply agreement with Mallinckrodt.

 

(b)Research and development costs

 

Research and development costs related to continued research and development programs are expensed as incurred in accordance with ASC Topic 730 Research and Development. However, materials and equipment are capitalized and amortized over their useful lives if they have alternative future uses.

 

(c)Translation of foreign currencies

 

Transactions denominated in currencies other than the Company and its wholly owned operating subsidiaries’ functional currencies, monetary assets and liabilities are translated at the period end rates. Revenue and expenses are translated at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these other transactions are recognized in the condensed unaudited interim consolidated statements of operations and comprehensive loss.

 

The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar.

(d) Investment tax credits

 

The investment tax credits (“ITC") receivable are amounts considered recoverable from the Canadian federal and provincial governments under the Scientific Research & Experimental Development (“SR&ED”) incentive program. The amounts claimed under the program represent the amounts based on management estimates of eligible research and development costs incurred during the year. Realization is subject to government approval. Any adjustment to the amounts claimed will be recognized in the year in which the adjustment occurs. Refundable ITCs claimed relating to capital expenditures are credited to property and equipment. Refundable ITCs claimed relating to current expenditures are netted against research and development expenditures.

 

(e)Loss per share

 

Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

 

The dilutive effect of stock options is determined using the treasury stock method.

v3.23.3
Property and equipment
3 Months Ended
Feb. 28, 2023
Property and equipment  
Property And equipment

4. Property and equipment

 

 

 

Computer equipment

 

 

Computer

software

 

 

Furniture and fixtures

 

 

Laboratory equipment

 

 

Leasehold improvements

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 $

 

 

$

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at November 30, 2021

 

 

631,334

 

 

 

156,059

 

 

 

172,498

 

 

 

5,061,857

 

 

 

1,441,452

 

 

 

7,463,200

 

Impairment of asset

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance at November 30, 2022

 

 

631,334

 

 

 

156,059

 

 

 

172,498

 

 

 

5,061,857

 

 

 

1,441,452

 

 

 

7,463,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at February 28, 2023

 

 

631,334

 

 

 

156,059

 

 

 

172,498

 

 

 

5,061,857

 

 

 

1,441,452

 

 

 

7,463,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at November 30, 2021

 

 

565,088

 

 

 

154,500

 

 

 

150,991

 

 

 

4,157,060

 

 

 

1,441,452

 

 

 

6,469,091

 

Depreciation

 

 

19,874

 

 

 

925

 

 

 

4,301

 

 

 

180,959

 

 

 

-

 

 

 

206,059

 

Balance at November 30, 2022

 

 

584,962

 

 

 

155,425

 

 

 

155,292

 

 

 

4,338,019

 

 

 

1,441,452

 

 

 

6,675,150

 

Depreciation

 

 

3,502

 

 

 

189

 

 

 

13,234

 

 

 

23,818

 

 

 

-

 

 

 

40,743

 

Balance at February 28, 2023

 

 

588,464

 

 

 

155,614

 

 

 

168,526

 

 

 

4,361,837

 

 

 

1,441,452

 

 

 

6,715,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 30, 2022

 

 

46,372

 

 

 

634

 

 

 

17,206

 

 

 

723,838

 

 

 

-

 

 

 

788,050

 

February 28, 2023

 

 

42,870

 

 

 

445

 

 

 

3,972

 

 

 

700,020

 

 

 

-

 

 

 

747,307

 

 

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is assessed by comparing the carrying amount of an asset with the sum of the undiscounted cash flows expected from its use and disposal, and as such requires the Company to make significant estimates on expected revenues from the commercialization of its products and services and the related expenses. The Company records a write-down for long-lived assets which have been abandoned and do not have any residual value. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that

the carrying value of an asset may not be recoverable. Impairment is assessed by comparing the carrying amount of an asset with the sum of the undiscounted cash flows expected from its use and disposal, and as such requires the Company to make significant estimates on expected revenues from the commercialization of its products and services and the related expenses. The Company records a write-down for long-lived assets which have been abandoned and do not have any residual value.

v3.23.3
Convertible debentures and promissory notes payable
3 Months Ended
Feb. 28, 2023
Convertible debentures and promissory notes payable  
Convertible debentures and promissory notes payable

5. Convertible debentures and promissory notes payable

 

(a)Convertible debentures

 

Amounts due to the related parties are payable to two shareholders who are also officers and directors of the Company.

 

 

 

February 28,

 

 

November 30,

 

 

 

2023

 

 

2022

 

Convertible debenture payable to two directors and officers of the

 

 

 

 

 

 

Company, unsecured, 10% annual interest rate,

 

 

 

 

 

 

payable monthly (“2018 Debenture”)

 

$500,000

 

 

$500,000

 

 

 

 

 

 

 

 

 

 

Convertible debenture payable to two directors and officers of the

 

 

 

 

 

 

 

 

Company, unsecured, 12% annual interest rate,

 

 

 

 

 

 

 

 

payable monthly (“May 2019 Debenture”)

 

 

1,050,000

 

 

 

1,050,000

 

 

 

 

 

 

 

 

 

 

Convertible debenture payable to two directors and officers of the

 

 

 

 

 

 

 

 

Company, unsecured, 12% annual interest rate,

 

 

 

 

 

 

 

 

payable monthly (“November 2019 Debenture”)

 

 

250,000

 

 

 

250,000

 

 

 

$1,800,000

 

 

$1,800,000

 

 

On September 10, 2018, the Company completed a private placement financing of the unsecured convertible 2018 Debenture in the principal amount of $0.5 million. The 2018 Debenture matured on September 1, 2020. The 2018 Debenture bore interest at a rate of 10% per annum, payable monthly, was pre-payable at any time at the option of the Company and was convertible at any time into common shares of the Company at a conversion price of $3.00 per common share at the option of the holder. Dr. Isa Odidi and Dr. Amina Odidi, who are shareholders, directors and executive officers of the Company provided the Company with the $0.5 million of the proceeds for the 2018 Debenture.

 

At issuance, as the conversion price was lower than the market share price, the beneficial conversion feature valued at September 10, 2018 of $66,667 was allocated to Additional paid-in capital. Subsequently, the fair value of the 2018 Debenture was accreted over the remaining life of the 2018 Debenture using an effective rate of interest of 7.3%. Effective September 1, 2020, the maturity date for the 2018 Debenture was further extended to November 30, 2020. Under ASC Subtopic 470-50, the change in the debt instrument was accounted for as an extinguishment of debt. At the date of extinguishment, the Company derecognized the carrying amount of convertible debt of $0.5 million and recorded the new convertible debt at the fair value of $0.5 million, resulting in no gain or loss. The carrying amount of the debt instrument is accreted over the remaining life of the 2018 Debenture using a nominal effective rate of interest. As of November 30, 2022 the maturity date for the 2018 Debenture was further extended to August 31, 2023.

 

Effective May 31, 2022, the maturity date for the May 2019 Debenture was further extended to November 30, 2022. Under ASC Subtopic 470-50, the change in the debt instrument was accounted for as an extinguishment of debt. At the date of extinguishment, the Company derecognized the carrying amount of convertible debt of $1,050,000 and recorded the new convertible debt at the fair value of $1,050,000, resulting in no gain or loss. The carrying amount of the debt instrument is accreted over the remaining life of the May 2019 Debenture using a nominal effective rate of interest. As of November 30, 2022 the maturity date for the May 2019 Debenture was further extended to August 31, 2023.

Effective May 31, 2022, the maturity date for the November 2019 Debenture was further extended to November 30, 2022. Under ASC Subtopic 470-50, the change in the debt instrument was accounted for as an extinguishment. In accordance with ASC paragraph 470-50-40-2, extinguishment transactions between related entities are treated as capital transactions. At the date of extinguishment, the Company derecognized the carrying amount of convertible debt of $250,000 and recorded the new convertible debt at the fair value of $250,000, resulting in no gain or loss. The carrying amount of the debt instrument is accreted over the remaining life of the November 2019 Debenture using a nominal effective rate of interest. As of November 30, 2022 the maturity date for the November 2019 Debenture was further extended to August 31, 2023.

 

(b)Promissory notes payable

 

 

 

 February 28,

 

 

 November 30,

 

 

 

2023

 

 

2022

 

 

 

 $

 

 

$

 

Promissory notes payable to two directors and officers of the Company, unsecured, no annual interest rate on the outstanding loan balance

 

 

157,437

 

 

 

157,437

 

Promissory notes payable to third party unsecured, 10% annual interest    rate on the outstanding loan balance

 

 

203,077

 

 

 

203,077

 

 

 

 

360,514

 

 

 

360,514

 

 

In September 2019, the Company issued two unsecured, non-interest bearing promissory notes, with no fixed repayment terms, in the amounts of US$6,500 and CDN$203,886, to Dr. Isa Odidi and Dr. Amina Odidi, who are shareholders, directors and executive officers of the Company.

 

In October 2023, the Company issued an unsecured, 10% annual interest bearing promissory note, with a 6 month fixed repayment term, in the amount of US$200,000.

v3.23.3
Lease
3 Months Ended
Feb. 28, 2023
Lease  
Lease

6. Lease

 

On December 1, 2015, the Company entered into a new lease agreement for the premises that it currently operates from, as well the adjoining property, which is owned by the same landlord, for a 5-year term with a 5-year renewal option. On June 21, 2020, the Company entered into a lease surrender agreement and vacated one of its premises on June 30, 2020. On August 20, 2020, The Company extended its lease for the premises that it currently operates from, for one year, commencing December 1, 2020, with an option to continue on a month-to-month basis after November 30, 2021.This operating lease was capitalized under ASC Topic 842 effective on the August 20, 2020 date of extension.

 

The gross amounts of assets and liabilities related to operating leases were as follows:

 

 

 

February 28,

2023

 

 

November 30,

2022

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Operating lease right-of-use asset

 

$112,760

 

 

$151,471

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

Operating lease liability

 

$138,119

 

 

$165,441

 

 

 

 

 

 

 

 

 

 

Total lease liability

 

$138,119

 

 

$165,441

 

 

 

For the three months ended February 28, 2023, lease payments of $43,629 were paid in relation to the operating lease liability.

Lease terms and discount rates are as follows:

 

 

 

 February 28,

2023

 

 

 

 

 

Remaining lease term (months)

 

 

9

 

Estimated incremental borrowing rate

 

 

11.4%

 

The approximate future minimum lease payments for the operating lease as at February 28, 2021 were as follows:

 

 

 

February 28,

2023

 

Lease payments for remainder of year

 

$144,190

 

Less imputed interest

 

 

6,071

 

Present value of lease liabilities

 

$138,119

 

v3.23.3
Capital stock
3 Months Ended
Feb. 28, 2023
Capital stock  
Capital stock

7. Capital stock

Authorized, issued and outstanding

 

(a)The Company is authorized to issue an unlimited number of common shares, all without nominal or par value and an unlimited number of preference shares. As at February 28, 2023, the Company had 33,092,665 (February 28, 2022 – 33,092,665) common shares issued and outstanding and no preference shares issued and outstanding. Two officers and directors of the Company owned directly and through their family holding company 578,131 (November 30, 2022 – 578,131) common shares or approximately 1.7% (November 30, 2022 – 1.7%) of the issued and outstanding common shares of the Company as at February 28, 2023.

 

Each common share of the Company entitles the holder thereof to one vote at any meeting of shareholders of the Company, except meetings at which only holders of a specified class of shares are entitled to vote.

 

Holders of common shares of the Company are entitled to receive, as and when declared by the board of directors of the Company, dividends in such amounts as shall be determined by the board.

 

The holders of common shares of the Company have the right to receive the remaining property of the Company in the event of liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary.

 

The preference shares may at any time and from time to time be issued in one or more series. The board of directors will, by resolution, from time to time, before the issue thereof, fix the rights, privileges, restrictions and conditions attaching to the preference shares of each series. Except as required by law, the holders of any series of preference shares will not as such be entitled to receive notice of, attend or vote at any meeting of the shareholders of the Company. Holders of preference shares will be entitled to preference with respect to payment of dividends and the distribution of assets in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, on such shares over the common shares of the Company and over any other shares ranking junior to the preference shares.

 

In April 2021, the Company completed a private placement offering of an aggregate of 9,414,560 common shares at a price of CAD$0.41 per Common Share. The Company recorded $3,069,448 44as the value of common shares under Capital stock in 3. The direct costs related to the issuance of the common shares were $38,220. These direct costs were recorded as an offset against the condensed unaudited interim consolidated statements of shareholders’ equity (deficiency).

v3.23.3
Options
3 Months Ended
Feb. 28, 2023
Options  
Options

8. Options

 

All grants of options to employees after October 22, 2009 are made from the Employee Stock Option Plan (the “Employee Stock Option Plan”). The maximum number of common shares issuable under the Employee Stock Option Plan is limited to 10% of the issued and outstanding common shares of the Company from time to time, or 3,309,267 based on the number of issued and outstanding common shares as at February 28, 2023. As at February 28, 2023, 1,309,000 options are outstanding and there were 2,000,267 options available for grant under the Employee Stock Option Plan. Each option granted allows the holder to purchase one common share at an exercise price not less than the closing price of the Company's common shares on the TSX on the last trading day prior to the grant of the option. Options granted under these plans typically have a term of 5 years with a maximum term of 10 years and generally vest over a period of up to three years.

 

In the three months ended February 28, 2023, Nil (three months ended February 28, 2022 - Nil) stock options were granted.

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes Option-Pricing Model, consistent with the provisions of ASC Topic 718. Compensation—Stock Compensation Option pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company calculates expected volatility based on historical volatility of the Company’s own volatility for options that have an expected life of less than ten years. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on the historical average of the term and historical exercises of the options. The risk-free rate assumed in valuing the options is based on the U.S. treasury yield curve in effect at the time of grant for the expected term of the option.

 

The expected dividend yield percentage at the date of grant is Nil as the Company is not expected to pay dividends in the foreseeable future.

 

Details of stock option transactions in Canadian dollars (“C$”) are as follows:

 

 

 

 

 

 

 

 February 28,

2023

 

 

 

 

 

 

 February 28,

2022

 

 

 

 

 

 

 Weighted

 

 

 

 

 

 

 

 

 Weighted

 

 

 

 

 

 

 

 

 

 average

 

 

 Weighted

 

 

 

 

 

 average

 

 

 Weighted

 

 

 

 

 

 

 exercise

 

 

 average

 

 

 

 

 

 exercise

 

 

 average

 

 

 

 Number of

 

 

 price per

 

 

 grant date

 

 

 Number of

 

 

 price per

 

 

 grant date

 

 

 

 options

 

 

  share

 

 

 fair value

 

 

 options

 

 

  share

 

 

 fair value

 

 

 

#

 

 

 $

 

 

 $

 

 

 #

 

 

 $

 

 

 $

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, beginning of period

 

 

1,309,000

 

 

 

0.35

 

 

 

0.27

 

 

 

1,489,500

 

 

 

2.40

 

 

 

1.80

 

Expired

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(85,000)

 

 

32.70

 

 

 

25.08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, end of period

 

 

1,309,000

 

 

 

0.35

 

 

 

0.27

 

 

 

1,404,500

 

 

 

0.55

 

 

 

0.38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable, end of period

 

 

1,309,000

 

 

 

0.35

 

 

 

0.27

 

 

 

1,404,500

 

 

 

0.55

 

 

 

0.38

 

 

Total unrecognized compensation cost relating to the unvested performance-based stock options at February 28, 2023 is $Nil (February 28, 2022 - $Nil).

 

For the three months ended February 28, 2023 and 2022, no options were exercised.

 

The Company has estimated its stock option forfeitures to be approximately 4% at February 28, 2023 (three months ended February 28, 2022 - 4%).

v3.23.3
Deferred share units
3 Months Ended
Feb. 28, 2023
Deferred share units  
Deferred share units

9. Deferred share units

 

Effective May 28, 2010, the Company’s shareholders approved a Deferred Share Unit (“DSU”) Plan to grant DSUs to its non-management directors and reserved a maximum of 11,000 common shares for issuance under the plan. The DSU Plan permits certain non-management directors to defer receipt of all or a portion of their board fees until termination of the board service and to receive such fees in the form of common shares at that time. A DSU is a unit equivalent in value to one common share of the Company based on the trading price of the Company's common shares on the TSX.

Upon termination of board service, the director will be able to redeem DSUs based upon the then market price of the Company's common shares on the date of redemption in exchange for any combination of cash or common shares as the Company may determine.

 

During the three months ended February 28, 2023, no non-management board member elected to receive director fees in the form of DSUs under the Company’s DSU Plans. As at February 28, 2023, Nil (February 28, 2022 – Nil) DSUs were outstanding and 11,000 (February 28, 2022 - 11,000) DSUs were available for grant under the DSU Plan.

 

During the three months ended February 28, 2023 and 2022, no DSUs were exercised.

v3.23.3
Warrants
3 Months Ended
Feb. 28, 2023
Warrants  
Warrants

10. Warrants

 

All of the Company’s outstanding warrants are considered to be indexed to the Company’s own stock and are therefore classified as equity under ASC 480.Topic 480 Distinguishing Liabilities from Equity. The warrants, in specified situations, provide for certain compensation remedies to a holder if the Company fails to timely deliver the shares underlying the warrants in accordance with the warrant terms.

 

The following table provides information on the 21,160,314 warrants, including 2018 Firm Warrants, outstanding and exercisable as of February 28, 2023:

 

 

 

 Exercise

 

 

 Number

 

 

 

 

 Shares issuable

 

Warrant

 

 price ($)

 

 

 outstanding

 

 

 Expiry

 

 upon exercise

 

 

 

 

 

 

 

 

 

 

 

 

 

2018 Firm Warrants

 

 

0.75

 

 

 

20,000,000

 

 

October 16, 2023

 

 

20,000,000

 

October 2018 Placement Agent Warrants

 

 

0.9375

 

 

 

1,160,314

 

 

October 16, 2023

 

 

1,160,314

 

 

 

 

 

 

 

 

21,160,314

 

 

 

 

 

21,160,314

 

 

During the three months ended February 28, 2023, there were no exercises in respect of warrants (three months ended February 28, 2022 – Nil).

 

Details of warrant transactions for the three months ended February 28, 2023 and 2022 are as follows:

 

 

 

Outstanding,

December 1,

2022

 

 

Issued

 

 

Expired

 

 

Exercised

 

 

Outstanding,

February 28,

2023

 

2018 Firm Warrants

 

 

20,000,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,000,000

 

October 2018 Placement Agent Warrants

 

 

1,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,160,314

 

 

 

 

21,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,160,314

 

 

 

 

Outstanding, 

December 1,

2021

 

 

Issued

 

 

Expired

 

 

Exercised

 

 

Outstanding, 

February 28, 

2022

 

2018 Firm Warrants

 

 

20,000,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,000,000

 

October 2018 Placement Agent Warrants

 

 

1,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,160,314

 

 

 

 

21,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,160,314

 

v3.23.3
Income taxes
3 Months Ended
Feb. 28, 2023
Income taxes  
Income taxes

11. Income Taxes

 

The Company has had no taxable income under the Federal and Provincial tax laws of Canada for the three months ended February 28, 2023 and 2022. The Company has non-capital loss carry-forwards at February 28, 2023, totaling $62,493,624 in Canada that must be offset against future taxable income. If not utilized, the loss carry-forwards will expire between 2029 and 2042.

 

At February 28, 2023, the Company had a cumulative carry-forward pool of Canadian Federal Scientific Research & Experimental Development expenditures in the amount of $15,951,739 which can be carried forward indefinitely.

 

At February 28, 2023, the Company had approximately $2,933,013 of unclaimed Investment Tax Credits which expire from 2025 to 2039. These credits are subject to a full valuation allowance as they are not more likely than not to be realized.

v3.23.3
Contingencies
3 Months Ended
Feb. 28, 2023
Contingencies (Note 12)  
Contingencies

12. Contingencies

 

From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As at February 28, 2023, and continuing as at June 5, 2023, the Company is not aware of any pending or threatened material litigation claims against the Company, other than as described below.

 

In November 2016, the Company filed an NDA for its Oxycodone ER product candidate, relying on the 505(b)(2) regulatory pathway, which allowed the Company to reference data from Purdue Pharma L.P's (“Purdue”) file for its OxyContin® extended release oxycodone hydrochloride. The Oxycodone ER application was accepted by the FDA for further review in February 2017. The Company certified to the

FDA that it believed that its Oxycodone ER product candidate would not infringe any of the OxyContin® patents listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations, commonly

known as the “Orange Book”, or that such patents are invalid, and so notified Purdue and the other owners of the subject patents listed in the Orange Book of such certification.

 

On April 7, 2017, the Company received notice that Purdue Pharma L.P., Purdue Pharmaceuticals L.P., The P.F. Laboratories, Inc., or collectively the Purdue parties, Rhodes Technologies, and Grünenthal GmbH, or collectively the Purdue litigation plaintiffs, had commenced patent infringement proceedings against the Company in the U.S. District Court for the District of Delaware (docket number 17-392) in respect of its NDA filing for Oxycodone ER, alleging that its proposed Oxycodone ER infringes six out of the 16 patents associated with the branded product OxyContin®, or the OxyContin® patents, listed in the Orange Book.

 

Subsequent to the above-noted filing of lawsuit, four further such patents were listed and published in the Orange Book. On March 16, 2018, the Company received notice that the Purdue litigation plaintiffs had commenced further such patent infringement proceedings adding the four further patents. On April 15, 2020, Purdue filed a new patent infringement suit against the Company relating to additional Paragraph IV certifications lodged against two more listed Purdue patents.

 

As a result of the commencement of the first of these legal proceedings, the FDA was stayed for 30 months from granting final approval to the Company’s Oxycodone ER product candidate. That time period commenced on February 24, 2017, when the Purdue litigation plaintiffs received notice of the Company’s certification concerning the patents, and were to expire on August 24, 2019, unless the stay was earlier terminated by a final declaration of the courts that the patents are invalid, or are not infringed, or the matter is otherwise settled among the parties. On April 24, 2019, an order was issued, setting a trial date of

November 12, 2019 for case number 17-392 in the District of Delaware, and also extending the 30-month stay date for regulatory approval to March 2, 2020.

 

On or about June 26, 2018, the court issued an order to sever 6 “overlapping” patents from the second Purdue case but ordered litigation to proceed on the 4 new (2017-issued) patents. An answer and counterclaim was filed on July 9, 2018. On July 6, 2018, the court issued a so-called “Markman” claim construction ruling on the first case. On July 24, 2018, the parties to the case mutually agreed to and did have dismissed without prejudice the infringement claims related to the Grünenthal ‘060 patent, which is one of the six patents included in the original litigation case.

On October 4, 2018, the parties mutually agreed to postpone the scheduled court date pending a case status conference scheduled for December 17, 2018. At that time, further trial scheduling and other administrative matters were postponed pending the Company’s resubmission of the Oxycodone ER NDA to the FDA, which was made on February 28, 2019. On January 17, 2019, the court issued a scheduling order in which the remaining major portions are scheduled. The trial was scheduled for June 2020.

 

On April 4, 2019, the U.S. Federal Circuit Court of Appeals affirmed the invalidity of one Purdue OxyContin® formulation patent, subject to further appeal to the U.S. Supreme Court.

 

Following the filing of a bankruptcy stay by Purdue Pharma L.P., the Company’s ongoing litigation case numbers 1:17-cv-00392-RGA and 1:18-cv-00404-RGA-SRF between Purdue Pharma L.P. et al and The Company were stayed and the existing trial dates in both cases vacated by orders issued in each case by the judge in the District of Delaware on October 3, 2019. With the litigation stay order, the previous 30-month stay date of March 2, 2020 was unchanged.

 

On or about July 2, 2020 the parties in the cases, numbers 17-cv-392-RGA, 18-cv-404-RGA and 20-cv-515-RGA (the “Litigations”) between Purdue Pharma L.P. et al (“Purdue’) and Intellipharmaceutics entered into a stipulated dismissal of the Litigations. The stipulated dismissal, which was subject to approval by the bankruptcy court presiding over Purdue Pharma’s pending chapter 11 cases, provides for the termination of the patent infringement proceedings. The stipulated dismissal also provides that (i) for a thirty (30) day period following a final approval of the Company’s Aximris XRTM NDA the parties will attempt to resolve any potential asserted patent infringement claims relating to the NDA and (ii) if the parties fail to resolve all such claims during such period Purdue Pharma will have fifteen (15) days to pursue an infringement action against the Company. The terms of the stipulated dismissal agreement are confidential.

 

On July 28, 2020 the U.S .District Court for the District of Delaware signed the stipulations of dismissal into order thereby dismissing the claims in the three cases without prejudice.In consideration of the confidential stipulated dismissal agreement and for future saved litigation expenses, Purdue paidan amount to the Company.

 

In July 2017, three complaints were filed in the U.S. District Court for the Southern District of New York that were later consolidated under the caption Shanawaz v. Intellipharmaceutics Int’l Inc., et al., No. 1:17-cv-05761 (S.D.N.Y.). The lead plaintiffs filed a consolidated amended complaint on January 29, 2018. In the amended complaint, the lead plaintiffs assert claims on behalf of a putative class consisting of purchasers of the Company’s securities between May 21, 2015 and July 26, 2017. The amended complaint alleges that the defendants violated Sections 10(b) and 20(a) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder by making allegedly false and misleading statements or failing to disclose certain information regarding the Company’s NDA for Oxycodone ER abuse-deterrent oxycodone hydrochloride extended release tablets. The complaint seeks, among other remedies, unspecified damages, attorneys’ fees and other costs, equitable and/or injunctive relief, and such other relief as the court may find just and proper.

 

On November 7, 2019, the Company announced that the parties reached a settlement that is subject to the approval of the court following notice to class members. The stipulation of settlement provides for a settlement payment of US$1.6 million by the Company, which has been paid from available insurance coverage.

 

As part of the settlement, the Company also agreed to contribute to the settlement fund specific anticipated Canadian tax refunds of up to US$400,000 to the extent received within 18 months after the entry of final judgment. The stipulation of settlement acknowledges that the Company and the other defendants continue to deny that they committed any violation of the U.S. securities laws or engaged in any other wrongdoing and that they are entering into the settlement at this time based on the burden, expense, and inherent uncertainty of continuing the litigation. On December 7, 2020 the court approved the settlement and entered an order and final judgement to that effect, thereby concluding the case.

 

On February 21, 2019, the Company and its CEO, Dr. Isa Odidi (“Defendants”), were served with a Statement of Claim filed in the Superior Court of Justice of Ontario (“Court”) for a proposed class action under the Ontario Class Proceedings Act (“Action”). The Action was brought by Victor Romita, the

proposed representative plaintiff (“Plaintiff”), on behalf of a class of Canadian persons (“Class”) who traded shares of the Company during the period from February 29, 2016 to July 26, 2017 (“Period”). The Statement of Claim, under the caption Victor Romita v. Intellipharmaceutics International Inc. and Isa Odidi, asserted that the defendants knowingly or negligently made certain public statements during the relevant period that contained or omitted material facts concerning Oxycodone ER abuse-deterrent oxycodone hydrochloride extended-release tablets. The plaintiff alleges that he and the class suffered loss and damages as a result of their trading in the Company’s shares during the relevant period. The plaintiff seeks, among other remedies, unspecified damages, legal fees and court and other costs as the Court may permit. On February 26, 2019, the plaintiff delivered a Notice of Motion seeking the required approval from the Court, in accordance with procedure under the Ontario Securities Act, to allow the statutory claims under the Ontario Securities Act to proceed with respect to the claims based upon the acquisition or disposition of the Company’s shares on the TSX during the Period (“Motion”). On June 28, 2019, the Court endorsed a timetable for the exchange of material leading to the hearing of the Motion scheduled for January 27-28, 2020. On October 28, 2019, plaintiff’s counsel advised the court that the Plaintiff intended to amend his claim and could not proceed with the Leave Motion scheduled for January 27-28, 2020. As such, the Court released those dates. On January 28, 2020 the plaintiff served a Notice of Motion for leave to amend the Statement of Claim. On April 2, 2020 the plaintiff delivered an Amended Motion Record and Amended Notice of Motion seeking an order for leave to issue a fresh as Amended Statement of Claim including the addition of Christopher Pearce as a Plaintiff (“Amendment Motion”).

 

On May 1, 2020, the court granted the plaintiff’s Amendment Motion. An order for leave to proceed for settlement purposes was granted on 25 June 2021. At a hearing on October 12,2021, the Court approved the settlement. The stipulation of settlement provides for a settlement payment of CAD$266,000 by the Company, CAD$226,000 was paid from insurance coverage while the Company paid CAD$40,000. Therefore, this action is now settled.

 

On October 7, 2019, a complaint was filed in the U.S. District Court for the Southern District of New York by Alpha Capital Anstalt (“Alpha”) against the Company, two of its existing officers and directors and its former Chief Financial Officer. In the complaint, Alpha alleged that the Company and the executive officers/directors named in the complaint violated Sections 11, 12(a)(2) and 15 of the U.S. Securities Act of 1933, as amended, by allegedly making false and misleading statements in the Company’s Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on September 20, 2018, as amended (the “Registration Statement”) by failing to disclose certain information regarding the resignation of the Company’s then Chief Financial Officer, which was announced several weeks after such registration statement was declared effective. In the complaint, Alpha seeks unspecified damages, rescission of its purchase of the Company’s securities in the relevant offering, attorneys’ fees and other costs and further relief as the court may find just and proper. On December 12, 2019, the Company and the other defendants in the action filed a motion to dismiss for failure to state a claim. The plaintiff filed an opposition to that motion on February 4, 2020 and a reply brief in further support of the motion to dismiss the action was filed March 6, 2020. In addition, the Court scheduled a mandatory settlement conference with the Magistrate Judge for April 23, 2020 which the Company and its counsel attended. On June 18, 2020, the court largely denied the Company’s motion to dismiss the action. Briefing on these motions was completed on February 19, 2021. In a court order filed July 9, 2021, the District Court issued an opinion and order granting summary judgment in the Company’s favor and ordered the case closed. The judgment was entered on July 12, 2021. On August 10, 2021, the Plaintiff filed a notice of appeal. On October 1, 2021, the Plaintiff filed a notice of voluntary dismissal of the appeal with prejudice, stipulated to by the Company. The Court of Appeals “so ordered” the voluntary dismissal stipulation and the appeal was dismissed. As a result, the matter has been fully resolved in favor of the Company and the named individual Defendants.

 

On or about August 5, 2020 a former employee filed a claim against the Company for wrongful dismissal of employment plus loss of benefits, unpaid vacation pay, interest and costs. The parties have agreed to settlement terms in the matter. The Company has fulfilled the terms and has received a release and consent to dismiss. A dismissal order is pending from the court.

On or about August 9, 2022, a service provider brought to the Company’s attention a Motion Record to seek judgement with respect to amounts owed it by the Company for the principal amount owed, plus pre-judgment interest and costs. We found out then, that a statement of claim dated May 3, 2021 was delivered to the Company’s premises. The Company did not respond to the claim because it was inadvertently never brought to the attention of management, as a result the Company was noted in default in May 31, 2021. The Company was not aware of claim and the default before August 9, 2022. The Company has signed a consent which allows the other party to obtain judgement from a court and take steps to enforce judgement if we default on certain conditions.

v3.23.3
Financial instruments
3 Months Ended
Feb. 28, 2023
Financial instruments  
Financial instruments

13. Financial instruments

 

(a) Fair values

 

The Company follows ASC Topic 820 Fair Value Measurement (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC Topic 820 apply to other accounting pronouncements that require or permit fair value measurements. ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date; and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

 

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

 

The three levels of the hierarchy are defined as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly for substantially the full term of the financial instrument.

 

Level 3 inputs are unobservable inputs for asset or liabilities.

 

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

(i) The Company calculates fair value of the options and warrants using its own historical volatility (Level 1).

 

(ii) The Company calculates the interest rate for the conversion option based on the Company’s estimated cost of raising capital (Level 2).

 

An increase/decrease in the volatility and/or a decrease/increase in the discount rate would have resulted in an increase/decrease in the fair value of the conversion option and warrants.

 

Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis are as follows:

 

 

 

February 28, 2023

 

 

November 30, 2022

 

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

 

amount

 

 

value

 

 

amount

 

 

value

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Convertible debentures(i)

 

 

1,800,000

 

 

 

1,768,358

 

 

 

1,800,000

 

 

 

1,753,406

 

Promissory notes payable(i)

 

 

360,514

 

 

 

360,514

 

 

 

360,514

 

 

 

360,514

 

(i) The Company calculates the interest rate for the Debentures and promissory notes payable based on the Company’s estimated cost of raising capital and uses the discounted cash flow model to calculate the fair value of the Debentures and the promissory notes payable.

 

The carrying values of cash, accounts receivable, accounts payable, accrued liabilities and employee cost payable approximates their fair values because of the short-term nature of these instruments.

 

(b) Interest rate and credit risk

 

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in interest rates. The Company does not believe that the results of operations or cash flows would be affected to any significant degree by a sudden change in market interest rates, relative to interest rates on cash and the convertible debenture due to the short-term nature of these obligations. Trade accounts receivable potentially subjects the Company to credit risk. The Company provides an allowance for doubtful accounts equal to the estimated losses expected to be incurred in the collection of accounts receivable.

 

The following table sets forth details of the aged accounts receivable that are not overdue as well as an analysis of overdue amounts and the related allowance for doubtful accounts:

 

 

 

 February 28,

 

 

 November 30,

 

 

 

2023

 

 

2022

 

 

 

 $

 

 

 $

 

Accounts receivable

 

 

211,527

 

 

 

602

 

Less allowance for doubtful accounts

 

 

-

 

 

 

-

 

Total trade and other receivables, net

 

 

211,527

 

 

 

602

 

 

 

 

 

 

 

 

 

 

Not past due

 

 

211,527

 

 

 

602

 

Past due for more than 31 days but no more than 120 days

 

 

-

 

 

 

-

 

Past due for more than 120 days

 

 

-

 

 

 

-

 

Total trade and other receivables, gross

 

 

211,527

 

 

 

602

 

 

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of uncollateralized accounts receivable. The Company’s maximum exposure to credit risk is equal to the potential amount of financial assets. For the three months ended February 28, 2023, three customers accounted for all the revenues and one customer accounted for all the accounts receivable of the Company.

 

The Company is also exposed to credit risk at period end from the carrying value of its cash. The Company manages this risk by maintaining bank accounts with a Canadian Chartered Bank. The Company’s cash is not subject to any external restrictions.

 

(c)Foreign exchange risk

 

The Company has balances in Canadian dollars that give rise to exposure to foreign exchange risk relating to the impact of translating certain non-U.S. dollar balance sheet accounts as these statements are presented in U.S. dollars. A strengthening U.S. dollar will lead to a foreign exchange loss while a weakening U.S. dollar will lead to a foreign exchange gain. For each Canadian dollar balance of $1.0 million, a +/- 10% movement in the Canadian currency held by the Company versus the U.S. dollar would affect the Company’s loss and other comprehensive loss by $0.1 million.

(d) Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty raising liquid funds to meet its commitments as they fall due. In meeting its liquidity requirements, the Company closely monitors its forecasted cash requirements with expected cash drawdown.

 

The following are the contractual maturities of the undiscounted cash flows of financial liabilities as at February 28, 2023:

 

 

 

 

 

 Less than

 

 

 3 to 6

 

 

 6 to 9

 

 

 9 months

 

 

 Greater than

 

 

 

 

 

 3 months

 

 

 months

 

 

 months

 

 

 to 1 year

 

 

 1 year

 

 

Total

 

 

 

 

 

$

 

 

$

 

 

$

 

 

 

 

$

 

Accounts payable

 

 

3,815,580

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,815,580

 

Accrued liabilities

 

 

3,074,485

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,074,485

 

Employee costs payable

 

 

3,310,173

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,310,173

 

Operating lease liabiity

 

 

45,891

 

 

 

45,891

 

 

 

45,891

 

 

 

-

 

 

 

-

 

 

 

137,673

 

Convertible debentures (Note 5)

 

 

1,800,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,800,000

 

Promissory notes payable (Note 5)

 

 

360,514

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

360,514

 

Total contractual obligations

 

 

12,406,643

 

 

 

45,891

 

 

 

45,891

 

 

 

-

 

 

 

-

 

 

 

12,498,425

 

v3.23.3
Segmented information
3 Months Ended
Feb. 28, 2023
Segmented information  
Segmented information

14. Segmented information

 

The Company's operations comprise a single reportable segment engaged in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. As the operations comprise a single reportable segment, amounts disclosed in the financial statements for revenue, loss for the period, depreciation and total assets also represent segmented amounts. In addition, all of the Company's long-lived assets are in Canada. The Company’s license and commercialization agreement with Par accounts for substantially all of the revenue of the Company.

 

           

 

 

 For the three months ended

 

 

 

 February 28,

 

 

 February 28,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

United States

 

 

326,343

 

 

 

66,433

 

Canada

 

 

-

 

 

 

16,978

 

 

 

 

 As at

 

 

 

 February 28,

 

 

 November 30,

 

 

 

2023

 

 

2022

 

Total assets

 

 

 

 

 

 

Canada

 

 

1,595,434

 

 

 

1,432,032

 

 

 

 

 

 

 

 

 

 

Total property and equipment

 

 

 

 

 

 

 

 

Canada

 

 

747,307

 

 

 

788,050

 

v3.23.3
Significant accounting policies (Policies)
3 Months Ended
Feb. 28, 2023
Significant accounting policies  
Revenue recognition

The Company accounts for revenue in accordance with the provisions of ASC Topic 606 Revenue from Contracts with Customers. Under ASC Topic 606, the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC Topic 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s). The Company earns revenue from non-refundable upfront fees, milestone payments upon achievement of specified research or development, exclusivity milestone payments and licensing payments on sales of resulting products.

 

The relevant revenue recognition accounting policy is applied to each separate unit of accounting.

Licensing

 

The Company recognizes revenue from the licensing of the Company's drug delivery technologies, products and product candidates. Under the terms of the licensing arrangements, the Company provides the customer with a right to access the Company’s intellectual property with regards to the license which is granted. Revenue arising from the license of intellectual property rights is recognized over the period the Company transfers control of the intellectual property.

 

The Company has a license and commercialization agreement with Par Pharmaceutical Inc. (“Par”). Under the exclusive territorial license rights granted to Par, the agreement requires that Par manufacture, promote, market, sell and distribute the product. Licensing revenue amounts receivable by the Company under this agreement are calculated and reported to the Company by Par, with amounts generally based upon net product sales and net profit which include estimates for chargebacks, rebates, product returns, and other adjustments. Licensing revenue payments received by the Company from Par under this agreement are not subject to further deductions for chargebacks, rebates, product returns, and other pricing adjustments. Based on this arrangement and the guidance per ASC Topic 606, the Company records licensing revenue over the period the Company transfers control of the intellectual property in the condensed unaudited interim consolidated statements of operations and comprehensive loss.

 

Milestones

 

For milestone payments that are not contingent on sales-based thresholds, the Company applies a most-likely amount approach on a contract-by-contract basis. Management makes an assessment of the amount of revenue expected to be received based on the probability of the milestone outcome. Variable consideration is included in revenue only to the extent that it is probable that the amount will not be subject to a significant reversal when the uncertainty is resolved (generally when the milestone outcome is satisfied).

 

Research and development

 

Under arrangements where the license fees and research and development activities can be accounted for as a separate unit of accounting, non-refundable upfront license fees are deferred and recognized as revenue on a straight-line basis over the expected term of the Company's continued involvement in the research and development process.

 

Deferred revenue

 

Deferred revenue represents the funds received from clients, for which the revenues have not yet been earned, as the milestones have not been achieved, or in the case of upfront fees for drug development, where the work remains to be completed. As of November 30, 2022, the Company has recorded a deferred revenue balance of $Nil (November 30, 2021 - $Nil) due to the termination of its license and commercial supply agreement with Mallinckrodt.

Research and development costs

Research and development costs related to continued research and development programs are expensed as incurred in accordance with ASC Topic 730 Research and Development. However, materials and equipment are capitalized and amortized over their useful lives if they have alternative future uses.

Translation of foreign currencies

Transactions denominated in currencies other than the Company and its wholly owned operating subsidiaries’ functional currencies, monetary assets and liabilities are translated at the period end rates. Revenue and expenses are translated at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these other transactions are recognized in the condensed unaudited interim consolidated statements of operations and comprehensive loss.

 

The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar.

Investment tax credits

The investment tax credits (“ITC") receivable are amounts considered recoverable from the Canadian federal and provincial governments under the Scientific Research & Experimental Development (“SR&ED”) incentive program. The amounts claimed under the program represent the amounts based on management estimates of eligible research and development costs incurred during the year. Realization is subject to government approval. Any adjustment to the amounts claimed will be recognized in the year in which the adjustment occurs. Refundable ITCs claimed relating to capital expenditures are credited to property and equipment. Refundable ITCs claimed relating to current expenditures are netted against research and development expenditures.

Loss per share

Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

 

The dilutive effect of stock options is determined using the treasury stock method.

v3.23.3
Property and equipment (Tables)
3 Months Ended
Feb. 28, 2023
Property and equipment  
Schedule Of Property And Equipment

 

 

Computer equipment

 

 

Computer

software

 

 

Furniture and fixtures

 

 

Laboratory equipment

 

 

Leasehold improvements

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 $

 

 

$

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at November 30, 2021

 

 

631,334

 

 

 

156,059

 

 

 

172,498

 

 

 

5,061,857

 

 

 

1,441,452

 

 

 

7,463,200

 

Impairment of asset

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance at November 30, 2022

 

 

631,334

 

 

 

156,059

 

 

 

172,498

 

 

 

5,061,857

 

 

 

1,441,452

 

 

 

7,463,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at February 28, 2023

 

 

631,334

 

 

 

156,059

 

 

 

172,498

 

 

 

5,061,857

 

 

 

1,441,452

 

 

 

7,463,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at November 30, 2021

 

 

565,088

 

 

 

154,500

 

 

 

150,991

 

 

 

4,157,060

 

 

 

1,441,452

 

 

 

6,469,091

 

Depreciation

 

 

19,874

 

 

 

925

 

 

 

4,301

 

 

 

180,959

 

 

 

-

 

 

 

206,059

 

Balance at November 30, 2022

 

 

584,962

 

 

 

155,425

 

 

 

155,292

 

 

 

4,338,019

 

 

 

1,441,452

 

 

 

6,675,150

 

Depreciation

 

 

3,502

 

 

 

189

 

 

 

13,234

 

 

 

23,818

 

 

 

-

 

 

 

40,743

 

Balance at February 28, 2023

 

 

588,464

 

 

 

155,614

 

 

 

168,526

 

 

 

4,361,837

 

 

 

1,441,452

 

 

 

6,715,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 30, 2022

 

 

46,372

 

 

 

634

 

 

 

17,206

 

 

 

723,838

 

 

 

-

 

 

 

788,050

 

February 28, 2023

 

 

42,870

 

 

 

445

 

 

 

3,972

 

 

 

700,020

 

 

 

-

 

 

 

747,307

 

v3.23.3
Convertible debentures and promissory notes payable (Tables)
3 Months Ended
Feb. 28, 2023
Convertible debentures and promissory notes payable  
Schedule Of Related Party Transactions

 

 

February 28,

 

 

November 30,

 

 

 

2023

 

 

2022

 

Convertible debenture payable to two directors and officers of the

 

 

 

 

 

 

Company, unsecured, 10% annual interest rate,

 

 

 

 

 

 

payable monthly (“2018 Debenture”)

 

$500,000

 

 

$500,000

 

 

 

 

 

 

 

 

 

 

Convertible debenture payable to two directors and officers of the

 

 

 

 

 

 

 

 

Company, unsecured, 12% annual interest rate,

 

 

 

 

 

 

 

 

payable monthly (“May 2019 Debenture”)

 

 

1,050,000

 

 

 

1,050,000

 

 

 

 

 

 

 

 

 

 

Convertible debenture payable to two directors and officers of the

 

 

 

 

 

 

 

 

Company, unsecured, 12% annual interest rate,

 

 

 

 

 

 

 

 

payable monthly (“November 2019 Debenture”)

 

 

250,000

 

 

 

250,000

 

 

 

$1,800,000

 

 

$1,800,000

 

Schedule Of Promissory notes payable

 

 

 February 28,

 

 

 November 30,

 

 

 

2023

 

 

2022

 

 

 

 $

 

 

$

 

Promissory notes payable to two directors and officers of the Company, unsecured, no annual interest rate on the outstanding loan balance

 

 

157,437

 

 

 

157,437

 

Promissory notes payable to third party unsecured, 10% annual interest    rate on the outstanding loan balance

 

 

203,077

 

 

 

203,077

 

 

 

 

360,514

 

 

 

360,514

 

v3.23.3
Lease (Tables)
3 Months Ended
Feb. 28, 2023
Lease  
Schedule Of Operating Lease Assets And Liabilities

 

 

February 28,

2023

 

 

November 30,

2022

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Operating lease right-of-use asset

 

$112,760

 

 

$151,471

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

Operating lease liability

 

$138,119

 

 

$165,441

 

 

 

 

 

 

 

 

 

 

Total lease liability

 

$138,119

 

 

$165,441

 

Schedule Of discount rates

 

 

 February 28,

2023

 

 

 

 

 

Remaining lease term (months)

 

 

9

 

Estimated incremental borrowing rate

 

 

11.4%
Schedule future minimum lease payments

 

 

February 28,

2023

 

Lease payments for remainder of year

 

$144,190

 

Less imputed interest

 

 

6,071

 

Present value of lease liabilities

 

$138,119

 

v3.23.3
Options (Tables)
3 Months Ended
Feb. 28, 2023
Options  
Schedule Of Share-based Compensation, Stock Options, Activity

 

 

 

 

 

 

 February 28,

2023

 

 

 

 

 

 

 February 28,

2022

 

 

 

 

 

 

 Weighted

 

 

 

 

 

 

 

 

 Weighted

 

 

 

 

 

 

 

 

 

 average

 

 

 Weighted

 

 

 

 

 

 average

 

 

 Weighted

 

 

 

 

 

 

 exercise

 

 

 average

 

 

 

 

 

 exercise

 

 

 average

 

 

 

 Number of

 

 

 price per

 

 

 grant date

 

 

 Number of

 

 

 price per

 

 

 grant date

 

 

 

 options

 

 

  share

 

 

 fair value

 

 

 options

 

 

  share

 

 

 fair value

 

 

 

#

 

 

 $

 

 

 $

 

 

 #

 

 

 $

 

 

 $

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, beginning of period

 

 

1,309,000

 

 

 

0.35

 

 

 

0.27

 

 

 

1,489,500

 

 

 

2.40

 

 

 

1.80

 

Expired

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(85,000)

 

 

32.70

 

 

 

25.08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, end of period

 

 

1,309,000

 

 

 

0.35

 

 

 

0.27

 

 

 

1,404,500

 

 

 

0.55

 

 

 

0.38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable, end of period

 

 

1,309,000

 

 

 

0.35

 

 

 

0.27

 

 

 

1,404,500

 

 

 

0.55

 

 

 

0.38

 

v3.23.3
Warrants (Tables)
3 Months Ended
Feb. 28, 2023
Warrants  
Schedule Of Stockholders' Equity Note, Warrants Or Rights

 

 

 Exercise

 

 

 Number

 

 

 

 

 Shares issuable

 

Warrant

 

 price ($)

 

 

 outstanding

 

 

 Expiry

 

 upon exercise

 

 

 

 

 

 

 

 

 

 

 

 

 

2018 Firm Warrants

 

 

0.75

 

 

 

20,000,000

 

 

October 16, 2023

 

 

20,000,000

 

October 2018 Placement Agent Warrants

 

 

0.9375

 

 

 

1,160,314

 

 

October 16, 2023

 

 

1,160,314

 

 

 

 

 

 

 

 

21,160,314

 

 

 

 

 

21,160,314

 

Schedule Of Warrant Transactions

 

 

Outstanding,

December 1,

2022

 

 

Issued

 

 

Expired

 

 

Exercised

 

 

Outstanding,

February 28,

2023

 

2018 Firm Warrants

 

 

20,000,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,000,000

 

October 2018 Placement Agent Warrants

 

 

1,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,160,314

 

 

 

 

21,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,160,314

 

 

 

 

Outstanding, 

December 1,

2021

 

 

Issued

 

 

Expired

 

 

Exercised

 

 

Outstanding, 

February 28, 

2022

 

2018 Firm Warrants

 

 

20,000,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,000,000

 

October 2018 Placement Agent Warrants

 

 

1,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,160,314

 

 

 

 

21,160,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,160,314

 

v3.23.3
Financial instruments (Tables)
3 Months Ended
Feb. 28, 2023
Financial instruments  
Schedule Of Fair Value Measurements, Nonrecurring

 

 

February 28, 2023

 

 

November 30, 2022

 

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

 

amount

 

 

value

 

 

amount

 

 

value

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Convertible debentures(i)

 

 

1,800,000

 

 

 

1,768,358

 

 

 

1,800,000

 

 

 

1,753,406

 

Promissory notes payable(i)

 

 

360,514

 

 

 

360,514

 

 

 

360,514

 

 

 

360,514

 

Schedule Of Past Due Financing Receivables

 

 

 February 28,

 

 

 November 30,

 

 

 

2023

 

 

2022

 

 

 

 $

 

 

 $

 

Accounts receivable

 

 

211,527

 

 

 

602

 

Less allowance for doubtful accounts

 

 

-

 

 

 

-

 

Total trade and other receivables, net

 

 

211,527

 

 

 

602

 

 

 

 

 

 

 

 

 

 

Not past due

 

 

211,527

 

 

 

602

 

Past due for more than 31 days but no more than 120 days

 

 

-

 

 

 

-

 

Past due for more than 120 days

 

 

-

 

 

 

-

 

Total trade and other receivables, gross

 

 

211,527

 

 

 

602

 

Schedule Of Undiscounted Cash Flows of Financial Liabilities

 

 

 Less than

 

 

 3 to 6

 

 

 6 to 9

 

 

 9 months

 

 

 Greater than

 

 

 

 

 

 3 months

 

 

 months

 

 

 months

 

 

 to 1 year

 

 

 1 year

 

 

Total

 

 

 

 

 

$

 

 

$

 

 

$

 

 

 

 

$

 

Accounts payable

 

 

3,815,580

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,815,580

 

Accrued liabilities

 

 

3,074,485

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,074,485

 

Employee costs payable

 

 

3,310,173

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,310,173

 

Operating lease liabiity

 

 

45,891

 

 

 

45,891

 

 

 

45,891

 

 

 

-

 

 

 

-

 

 

 

137,673

 

Convertible debentures (Note 5)

 

 

1,800,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,800,000

 

Promissory notes payable (Note 5)

 

 

360,514

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

360,514

 

Total contractual obligations

 

 

12,406,643

 

 

 

45,891

 

 

 

45,891

 

 

 

-

 

 

 

-

 

 

 

12,498,425

 

v3.23.3
Segmented information (Tables)
3 Months Ended
Feb. 28, 2023
Segmented information  
Schedule Of Revenue From External Customers And Long-lived Assets, By Geographical Areas

 

 

 For the three months ended

 

 

 

 February 28,

 

 

 February 28,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

United States

 

 

326,343

 

 

 

66,433

 

Canada

 

 

-

 

 

 

16,978

 

 

 

 

 As at

 

 

 

 February 28,

 

 

 November 30,

 

 

 

2023

 

 

2022

 

Total assets

 

 

 

 

 

 

Canada

 

 

1,595,434

 

 

 

1,432,032

 

 

 

 

 

 

 

 

 

 

Total property and equipment

 

 

 

 

 

 

 

 

Canada

 

 

747,307

 

 

 

788,050

 

v3.23.3
Nature of Operations (Details Narrative) - USD ($)
3 Months Ended
Feb. 28, 2023
Feb. 28, 2022
Nov. 30, 2022
Nature of operations      
Net loss $ (355,738) $ (880,972)  
Working capital deficiency (11,792,541)   $ (11,516,252)
Accumulated deficit $ (105,489,837)   $ (104,678,533)
v3.23.3
Basis of presentation (Details Narrative)
3 Months Ended
Feb. 28, 2023
Basis of presentation  
Description of business 1-for-10 reverse stock split
v3.23.3
Property and Equipment (Details) - USD ($)
3 Months Ended 12 Months Ended
Feb. 28, 2023
Nov. 30, 2022
Net book value $ 747,307 $ 788,050
Property and equipment    
Cost, beginning balance 7,463,200 7,463,200
Impairment of asset   0
Cost, ending balance 7,463,200 7,463,200
Accumulated amortization, beginning balance 6,675,150 6,469,091
Depreciation 40,743 206,059
Accumulated amortization, ending balance 6,715,893 6,675,150
Net book value 747,307 788,050
Computer Equipment    
Cost, beginning balance 631,334 631,334
Impairment of asset   0
Cost, ending balance 631,334 631,334
Accumulated amortization, beginning balance 584,962 565,088
Depreciation 3,502 19,874
Accumulated amortization, ending balance 588,464 584,962
Net book value 42,870 46,372
Computer Software    
Cost, beginning balance 156,059 156,059
Impairment of asset   0
Cost, ending balance 156,059 156,059
Accumulated amortization, beginning balance 155,425 154,500
Depreciation 189 925
Accumulated amortization, ending balance 155,614 155,425
Net book value 445 634
Furniture and Fixtures    
Cost, beginning balance 172,498 172,498
Impairment of asset   0
Cost, ending balance 172,498 172,498
Accumulated amortization, beginning balance 155,292 150,991
Depreciation 13,234 4,301
Accumulated amortization, ending balance 168,526 155,292
Net book value 3,972 17,206
Laboratory Equipment    
Cost, beginning balance 5,061,857 5,061,857
Impairment of asset   0
Cost, ending balance 5,061,857 5,061,857
Accumulated amortization, beginning balance 4,338,019 4,157,060
Depreciation 23,818 180,959
Accumulated amortization, ending balance 4,361,837 4,338,019
Net book value 700,020 723,838
Leasehold Improvements    
Cost, beginning balance 1,441,452 1,441,452
Impairment of asset   0
Cost, ending balance 1,441,452 1,441,452
Accumulated amortization, beginning balance 1,441,452 1,441,452
Depreciation 0 0
Accumulated amortization, ending balance 1,441,452 1,441,452
Net book value $ 0 $ 0
v3.23.3
Convertible Debentures and Promissory Notes Payable (Details) - USD ($)
Feb. 28, 2023
Nov. 30, 2022
Convertible Debentures and Promissory Notes Payable (Details)    
Convertible debenture payable to two directors and officers of the Company, unsecured, 10% annual interest rate, payable monthly ("2018 Debenture") $ 500,000 $ 500,000
Convertible debenture payable to two directors and officers of the Company, unsecured, 12% annual interest rate, payable monthly ("May 2019 Debenture") 1,050,000 1,050,000
Convertible debenture payable to two directors and officers of the Company, unsecured, 12% annual interest rate, payable monthly ("November 2019 Debenture") 250,000 250,000
Promissory note payable to two directors and officers of the Company, unsecured no annual interest rate on the outstanding loan balance $ 1,800,000 $ 1,800,000
v3.23.3
Convertible Debentures and Promissory Notes Payable (Details 1) - USD ($)
Feb. 28, 2023
Nov. 30, 2022
Promissory Notes Payable $ 360,514 $ 360,514
Promissory notes payable to two directors and officers    
Promissory Notes Payable 157,437 157,437
Promissory notes payable to third party    
Promissory Notes Payable $ 203,077 $ 203,077
v3.23.3
Convertible Debentures and Promissory Notes Payable (Details Narrative)
3 Months Ended
Sep. 10, 2018
USD ($)
$ / shares
Feb. 28, 2023
USD ($)
Nov. 30, 2022
USD ($)
May 31, 2021
USD ($)
Sep. 30, 2019
USD ($)
Sep. 30, 2019
CAD ($)
Convertible Debt Fair Value   $ 1,768,358 $ 1,753,406 $ 1,050,000    
Carrying Amount Of Convertible Debt       1,050,000    
Debt Instrument Interest Rate Effective 7.30%          
Additional Paid-in Capital $ 66,667          
Convertible Debenture   $ 1,800,000 $ 1,800,000     $ 203,886
Non-interest Bearing Promissory Notes         $ 6,500  
October 2023 [Member]            
Interest Rate   10.00%        
Promissory note issued   $ 200,000        
Term of repayment   6 months        
Private Placement [Member]            
Interest Rate 10.00%          
Debt Principal Amount $ 500,000          
Proceeds From Debt $ 500,000          
Debt Conversion Price | $ / shares $ 3.00          
November 2019 Debenture [Member]            
Convertible Debt Fair Value       250,000    
Carrying Amount Of Convertible Debt       $ 250,000    
v3.23.3
Lease (Details) - USD ($)
Feb. 28, 2023
Nov. 30, 2022
Lease    
Operating Lease Right-of-use Asset $ 112,760 $ 151,471
Current Operating Lease Liability 138,119 165,441
Total Lease Liability $ 138,119 $ 165,441
v3.23.3
Lease (Details 1)
3 Months Ended
Feb. 28, 2023
Lease  
Remaining Lease Term (months) 9 months
Estimated Incremental Borrowing Rate 11.40%
v3.23.3
Lease (Details 2) - USD ($)
Feb. 28, 2023
Nov. 30, 2022
Lease    
Lease payments for the remainder of the year ending $ 144,190  
Less imputed interest 6,071  
Present value of lease liabilities $ 138,119 $ 165,441
v3.23.3
Lease (Details Narrative)
3 Months Ended
Feb. 28, 2023
USD ($)
Lease  
Operating lease liability $ 43,629
Renewal of Lease Term (months) 5 months
v3.23.3
Capital Stock (Details Narrative) - USD ($)
1 Months Ended
Apr. 30, 2021
Feb. 23, 2028
Feb. 28, 2023
Nov. 30, 2022
Feb. 28, 2022
Nov. 30, 2020
Common Shares, Issued     33,092,665   33,092,665  
Common Shares, Issued   33,092,665       23,678,105
Private Placement Offering Of An Aggregate Of Common Shares 9,414,560          
Share Issued, Price Per Share $ 0.41          
Private Placement Offering Of An Aggregate Of Common Value $ 3,069,448          
Stock Issuance Costs $ 38,220          
Officers and Directors            
Common Shares, Issued     578,131 578,131    
Noncontrolling Interest, Ownership Percentage By Noncontrolling Owners     1.70% 1.70%    
v3.23.3
Options (Details) - $ / shares
3 Months Ended
Feb. 28, 2023
Feb. 28, 2022
Options    
Options Outstanding 1,309,000 1,489,500
Expired   (85,000)
Options Outstanding, End of period 1,309,000 1,404,500
Options exercisable 1,309,000 1,404,500
Weighted average exercise price outstanding $ 0.35 $ 2.40
Weighted average exercise price, Expired 0 32.70
Weighted average exercise price outstanding, Ending 0.35 0.55
Weighted average exercise price, Options exercisable end of period 0.35 0.55
Weighted average grant date fair value, Beginning 0.27 1.80
Weighted average grant date fair value, Expired 0 25.08
Weighted average grant date fair value, Ending 0.27 0.38
Weighted average grant date fair value, Options exercisable end of period $ 0.27 $ 0.38
v3.23.3
Options (Details Narrative) - shares
3 Months Ended
Feb. 28, 2023
Feb. 28, 2022
Feb. 23, 2028
Nov. 30, 2020
Options Outstanding 1,309,000 1,489,500    
Stock option share-based compensation forfeiture rate 4.00% 4.00%    
Common shares, outstanding     33,092,665 23,678,105
Employee Stock Option Plan [Member]        
Share-based compensation arrangement by share-based payment award, options, grants in period 2,000,267      
Common shares, outstanding 3,309,267      
Lower [Member]        
Options granted, term 5 months      
Upper [Member]        
Options granted, term 10 months      
v3.23.3
Deferred Share Units (Details Narrative) - shares
Feb. 28, 2023
Feb. 28, 2022
May 28, 2010
Share based compensation arrangement by share based payment award number of shares available for grant 0 0  
Deferred Share Units      
Common Shares Reserved Maximum For Issuance Under The Plan     11,000
Share based compensation arrangement by share based payment award number of shares available for grant 11,000 11,000  
v3.23.3
Warrants (Details) - $ / shares
3 Months Ended
Feb. 28, 2023
Nov. 30, 2022
Feb. 28, 2022
Nov. 30, 2021
Number Outstanding 21,160,314 21,160,314 21,160,314 21,160,314
Shares Issuable Upon Exercise 21,160,314   21,160,314  
2018 Firm Warrants        
Number Outstanding 20,000,000 20,000,000 20,000,000 20,000,000
Shares Issuable Upon Exercise 20,000,000      
Exercise Price $ 0.75      
Expiry Oct. 16, 2023      
October 2018 Placement Agent Warrants        
Number Outstanding 1,160,314 1,160,314 1,160,314 1,160,314
Shares Issuable Upon Exercise 1,160,314      
Exercise Price $ 0.9375      
Expiry Oct. 16, 2023      
v3.23.3
Warrants (Details 1) - shares
Feb. 28, 2023
Nov. 30, 2022
Feb. 28, 2022
Warrant outstanding, beginning 21,160,314 21,160,314 21,160,314
Warrant outstanding, ending 21,160,314 21,160,314 21,160,314
2018 Firm Warrants      
Warrant outstanding, beginning 20,000,000 20,000,000 20,000,000
Warrant outstanding, ending 20,000,000 20,000,000 20,000,000
October 2018 Placement Agent Warrants      
Warrant outstanding, beginning 1,160,314 1,160,314 1,160,314
Warrant outstanding, ending 1,160,314 1,160,314 1,160,314
v3.23.3
Warrants (Details Narrative) - shares
Feb. 28, 2023
Feb. 28, 2022
Warrants    
Warrants to purchase common stock shares 21,160,314 21,160,314
v3.23.3
Income taxes (Details Narrative)
Feb. 28, 2023
USD ($)
Income taxes  
Operating Loss Carryforwards $ 62,493,624
Research And Experimental Development Expenditures, Cumulative Carry-forwards 15,951,739
Unclaimed Investment Tax Credits $ 2,933,013
v3.23.3
Contingencies (Details Narrative)
Oct. 12, 2021
CAD ($)
Nov. 07, 2019
USD ($)
Contingencies (Note 12)    
Payment For Settlement $ 40,000 $ 1,600,000
Settlement Expense 266,000  
Contribution To Settlement Fund   $ 400,000
Payment For Settlement From Insurance Coverage $ 226,000  
v3.23.3
Financial Instruments (Details)
Feb. 28, 2023
USD ($)
Nov. 30, 2022
USD ($)
May 31, 2021
USD ($)
Sep. 30, 2019
CAD ($)
Financial Liabilities        
Convertible Debentures, Carrying Amount $ 1,800,000 $ 1,800,000   $ 203,886
Convertible Debentures, Fair Value 1,768,358 1,753,406 $ 1,050,000  
Promissory Notes Payable, Carrying Amount 360,514 360,514    
Promissory Notes Payable, Fair Value $ 360,514 $ 360,514    
v3.23.3
Financial Instruments (Details 1) - USD ($)
Feb. 28, 2023
Nov. 30, 2022
Total Accounts Receivable $ 211,527 $ 602
Less Allowance For Doubtful Accounts 0 0
Total Accounts Receivable, Net 211,527 602
Not Past Due 211,527 602
Total Accounts Receivable, Gross 211,527 602
Past due for more than 31 days but no more than 120 days    
Past Due 0 0
Past due for more than 120 days    
Past Due $ 0 $ 0
v3.23.3
Financial Instruments (Details 2)
3 Months Ended
Feb. 28, 2023
USD ($)
Undiscounted Future Cash Flows $ 12,498,425
Operating lease liabiity  
Undiscounted Future Cash Flows 137,673
Employee Costs Payable  
Undiscounted Future Cash Flows 3,310,173
Convertible Debentures  
Undiscounted Future Cash Flows 1,800,000
Promissory Notes Payable  
Undiscounted Future Cash Flows 360,514
Accrued Liabilities  
Undiscounted Future Cash Flows 3,074,485
Accounts Payable  
Undiscounted Future Cash Flows 3,815,580
Less Than 3 Months  
Undiscounted Future Cash Flows 12,406,643
Less Than 3 Months | Operating lease liabiity  
Undiscounted Future Cash Flows 45,891
Less Than 3 Months | Employee Costs Payable  
Undiscounted Future Cash Flows 3,310,173
Less Than 3 Months | Convertible Debentures  
Undiscounted Future Cash Flows 1,800,000
Less Than 3 Months | Promissory Notes Payable  
Undiscounted Future Cash Flows 360,514
Less Than 3 Months | Accrued Liabilities  
Undiscounted Future Cash Flows 3,074,485
Less Than 3 Months | Accounts Payable  
Undiscounted Future Cash Flows 3,815,580
Three To Six Months  
Undiscounted Future Cash Flows 45,891
Three To Six Months | Operating lease liabiity  
Undiscounted Future Cash Flows 45,891
Three To Six Months | Employee Costs Payable  
Undiscounted Future Cash Flows 0
Three To Six Months | Convertible Debentures  
Undiscounted Future Cash Flows 0
Three To Six Months | Promissory Notes Payable  
Undiscounted Future Cash Flows 0
Three To Six Months | Accrued Liabilities  
Undiscounted Future Cash Flows 0
Three To Six Months | Accounts Payable  
Undiscounted Future Cash Flows 0
Six To Nine Months  
Undiscounted Future Cash Flows 45,891
Six To Nine Months | Operating lease liabiity  
Undiscounted Future Cash Flows 45,891
Six To Nine Months | Employee Costs Payable  
Undiscounted Future Cash Flows 0
Six To Nine Months | Convertible Debentures  
Undiscounted Future Cash Flows 0
Six To Nine Months | Promissory Notes Payable  
Undiscounted Future Cash Flows 0
Six To Nine Months | Accrued Liabilities  
Undiscounted Future Cash Flows 0
Six To Nine Months | Accounts Payable  
Undiscounted Future Cash Flows 0
Nine Months To One Year  
Undiscounted Future Cash Flows 0
Nine Months To One Year | Operating lease liabiity  
Undiscounted Future Cash Flows 0
Nine Months To One Year | Employee Costs Payable  
Undiscounted Future Cash Flows 0
Nine Months To One Year | Convertible Debentures  
Undiscounted Future Cash Flows 0
Nine Months To One Year | Promissory Notes Payable  
Undiscounted Future Cash Flows 0
Nine Months To One Year | Accrued Liabilities  
Undiscounted Future Cash Flows 0
Nine Months To One Year | Accounts Payable  
Undiscounted Future Cash Flows 0
Greater Than One Year  
Undiscounted Future Cash Flows 0
Greater Than One Year | Operating lease liabiity  
Undiscounted Future Cash Flows 0
Greater Than One Year | Employee Costs Payable  
Undiscounted Future Cash Flows 0
Greater Than One Year | Convertible Debentures  
Undiscounted Future Cash Flows 0
Greater Than One Year | Promissory Notes Payable  
Undiscounted Future Cash Flows 0
Greater Than One Year | Accrued Liabilities  
Undiscounted Future Cash Flows 0
Greater Than One Year | Accounts Payable  
Undiscounted Future Cash Flows $ 0
v3.23.3
Financial Instruments (Details Narrative)
$ in Millions
3 Months Ended
Feb. 28, 2023
USD ($)
Financial instruments  
Foreign Exchange Risk Movement In Currency Percentage 10.00%
Foreign Exchange Risk Loss And Other Comprehensive Loss Amount Affected $ 0.1
v3.23.3
Segmented Information (Details) - USD ($)
3 Months Ended
Feb. 28, 2023
Feb. 28, 2022
Nov. 30, 2022
Revenues $ 326,343 $ 83,411  
Assets 1,595,434   $ 1,432,032
Total property and equipment 747,307   788,050
Canada [Member]      
Revenues 0 16,978  
Assets 1,595,434   1,432,032
Total property and equipment 747,307   $ 788,050
United State US [Member]      
Revenues $ 326,343 $ 66,433  

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