Note 2 - Financial Condition, Going
Concern and Management Plans
The Company currently operates in one business
segment focusing on licensing, acquiring and providing strategic resources to life sciences and healthcare companies. The Company
is not organized by market and is managed and operated as one business. A single management team reports to the chief operating
decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate
any separate lines of business.
The accompanying condensed consolidated
financial statements are prepared assuming the Company will continue as a going concern, which contemplates the realization of
assets and liquidation of liabilities in the normal course of business.
The Company has and is expected to incur
net losses and cash outflows from operations in pursuit of extracting value from its acquired intellectual property. These matters,
amongst others, raise doubt about the Company’s ability to continue as a going concern.
The Company does not generate material
revenue from operations since inception and has limited assets upon which to commence its business operations. Management
anticipates that the Company will have to raise additional funds and/or generate significant revenue from drug sales within twelve
months to continue operations. Additional funding will be needed to implement the Company’s business plan that includes various
expenses such as fulfilling our obligations under licensing agreements, legal, operational set-up, general and administrative,
marketing, employee salaries and other related start-up expenses. Obtaining additional funding will be subject to a number of factors,
including general market conditions, investor acceptance of our business plan and initial results from our business operations.
These factors may impact the timing, amount, terms or conditions of additional financing available to us. If the Company is unable
to raise sufficient funds, management will be forced to scale back the Company’s operations or cease its operations.
Management has determined that there is
substantial doubt about the Company's ability to continue as a going concern within one year after the condensed consolidated financial
statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result
from this uncertainty.
Note 3 - Summary of Significant Accounting
Policies
Basis of Presentation
The accompanying interim period unaudited
condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission
(“SEC”) regarding interim financial reporting. These condensed consolidated financial statements are unaudited and
should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report
on Form 10-K for the year ended November 30, 2019. Certain disclosures included in the annual financial statements have been condensed
or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules
of the SEC. These unaudited consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary
for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim
period operating results may not be indicative of the operating results for a full year.
The Company’s significant accounting
policies are disclosed in the audited financial statements for the year ended November 30, 2019 included in the Company’s
Form 10-K.
Q BIOMED INC.
Notes to Condensed Consolidated Financial
Statements
Revenue Recognition
The core principle of Topic 606 (FASB ASC
606) is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance
contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard:
(1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation
price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. Previous
practices were broadly consistent with this approach, and the company determined the amount of revenue based on the amount customer
paid or promised to pay.
The Company satisfies its performance obligation
to deliver products when the customer has received the products, which is when title to the goods has transferred and the customer
has control of the products. Payments from customers are generally received within 90 days of when the product is delivered.
Because the Company’s agreements
have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose
information about its remaining performance obligations.
Concentration of Credit Risk
Financial instruments that potentially
subject the Company to credit risk consist principally of cash held in banks, accounts receivable and note receivable. Cash is
maintained in accounts with financial institutions, which, at times may exceed the federal depository insurance coverage of $250,000.
At May 31, 2020, the Company has not experienced losses on these cash accounts.
The Company sells its product through a
global marketer wholesale distributors and specialty contracted pharmacies on 90-day or better payment terms. The Company continuously
monitor the creditworthiness of our customers and have internal policies regarding customer credit limits. The Company estimates
an allowance for doubtful accounts primarily based on historical payment patterns, aging of receivable balances and general economic
conditions. Have not experienced any credit losses to-date.
Recent Accounting Standards
In December 2019, the FASB issued ASU No.
2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended
to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general
principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective
for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.
The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
Recently Adopted Standards
On February 2016, the FASB issued ASU No. 2016-02, Leases (Topic
842). Under the new guidance, lessees will be required to recognize all leases (with the exception of short-term leases) on
the balance sheet as a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured
on a discounted basis and a right-of-use asset, which is an asset that represents the lessee¹s right to use, or control the
use of, a specified asset for the lease term. The Company adopted ASC 842 on December 1, 2019, using the optional transition
method to apply the new guidance as of December 1, 2019, rather than as of the earliest period presented, and elected the package
of practical expedients described above. The adoption of this standard on December 1, 2019 did not impact the Company’s condensed
consolidated financial statements as the Company is not subject to any lease agreements on December 1, 2019.
In July 2017, the FASB issued ASU
2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging
(Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the
Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily
Redeemable Noncontrolling Interests with a Scope Exception. The ASU allows companies to exclude a down round
feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the
entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may
no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature
only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial
instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend
and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments
with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a
beneficial conversion discount to be amortized to earnings. Early adoption is permitted, and the guidance is to be applied
using a full or modified retrospective approach. The adoption of this standard on December 1, 2019, did not impact the
Company’s condensed consolidated financial statements.
Q BIOMED INC.
Notes to Condensed Consolidated Financial
Statements
Note 4 - Loss per share
Basic net loss per share was calculated
by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. Diluted
net loss per share was calculated by dividing net loss attributable to common stockholders by the weighted-average common shares
outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. The table below
summarizes potentially dilutive securities that were not considered in the computation of diluted net loss per share because
they would be anti-dilutive.
Potentially dilutive securities
|
|
May 31, 2020
|
|
|
November
30, 2019
|
|
Series A convertible preferred stock
|
|
|
2,280,000
|
|
|
|
-
|
|
Series B convertible preferred stock
|
|
|
2,997,000
|
|
|
|
-
|
|
Warrants
|
|
|
9,801,000
|
|
|
|
7,180,000
|
|
Stock Options
|
|
|
1,350,000
|
|
|
|
1,200,000
|
|
Convertible Notes
|
|
|
54,000
|
|
|
|
5,732,000
|
|
Potentially dilutive securities
|
|
|
16,482,000
|
|
|
|
14,112,000
|
|
Note 5 - Convertible Notes
|
|
May 31, 2020
|
|
|
November 30, 2019
|
|
Convertible Notes Payable, current:
|
|
|
|
|
|
|
|
|
Principal value of 2018 Debenture
|
|
$
|
-
|
|
|
$
|
2,730,000
|
|
Fair value of bifurcated contingent put option
|
|
|
-
|
|
|
|
74,000
|
|
Debt discount
|
|
|
-
|
|
|
|
(61,000
|
)
|
Carrying value of 2018 Debenture
|
|
|
-
|
|
|
|
2,743,000
|
|
Principal value of 2019 August Debenture
|
|
|
100,000
|
|
|
|
550,000
|
|
Debt discount
|
|
|
(3,000
|
)
|
|
|
(50,000
|
)
|
Carrying value of 2019 August Debenture
|
|
|
97,000
|
|
|
|
500,000
|
|
Total carrying value of convertible notes payable, current
|
|
$
|
97,000
|
|
|
$
|
3,243,000
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable, long-term:
|
|
|
|
|
|
|
|
|
Principal value of 2019 October Debenture
|
|
$
|
-
|
|
|
$
|
500,000
|
|
Fair value of bifurcated contingent put option
|
|
|
-
|
|
|
|
29,000
|
|
Debt discount
|
|
|
-
|
|
|
|
(82,000
|
)
|
Carrying value of 2019 October Debenture
|
|
|
-
|
|
|
|
447,000
|
|
Total carrying value of convertible notes, long-term
|
|
$
|
-
|
|
|
$
|
447,000
|
|
During the six
months ended May 31, 2020, the Company raised approximately $2.0 million from issuance of various debentures (the “Debentures”).
The Debentures have a maturity date of June 6, 2021. The Debentures bear interest at the rate of 5.5% per annum, and on issuance,
the Company paid to the holder a commitment fee equal to 2.5% of the amount of the Debentures.
The Debentures may be converted at any
time on or prior to maturity at the lower of $3.00 or 93% of the average of the four lowest daily VWAPs during the 10 consecutive
trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture, the
conversion price may never be less than $2.00.
Any time after the six-month anniversary
of the issuance of the Debentures that the daily VWAP is less than $2.00 for a period of twenty consecutive trading days (the “Triggering
Date”) and only for so long as such conditions exist after a Triggering Date, the Company shall make monthly payments beginning
on the last calendar day of the month when the Triggering Date occurred. Each monthly payment shall be in an amount equal to the
sum of (i) the principal amount outstanding as of the Triggering Date divided by the number of such monthly payments until maturity,
(ii) a redemption premium of 20% in respect of such principal amount and (iii) accrued and unpaid interest hereunder as of each
payment date. The Company may, no more than twice, obtain a thirty-day deferral of a monthly payment due as a result of a Triggering
Date through the payment of a deferral fee in the amount equal to 10% of the total amount of such monthly payment. Each deferral
payment may be paid at the option of the Company in cash or by the issuance of such number of shares as is equal to the applicable
deferral payment divided by a price per share equal to 93% of the average of the four lowest daily VWAPs during the 10 consecutive
Trading Days immediately preceding the due date in respect of such monthly payment being deferred, provided that such shares issued
will be immediately freely tradable shares in the hands of the holder.
Q BIOMED INC.
Notes to Condensed Consolidated Financial
Statements
Upon issuance of the Debentures, the Company
recognized a debt discount of approximately $331,000, resulting from the recognition of issuance costs of $35,000 and a bifurcated
embedded derivative of $296,000. The monthly payment provision within the Debentures is a contingent put option that
is required to be separately measured at fair value, with subsequent changes in fair value recognized in the Condensed Consolidated
Statement of Operations. The fair value estimate is a Level 3 measurement. The Company estimated the fair value of the monthly
payment provision by estimating the probability of the occurrence of a Triggering Date and applying the probability to the
discounted maximum redemption premium for any given payment with the following key inputs:
|
|
January 15, 2020
|
|
|
December 6, 2019
|
|
Strike price
|
|
$
|
3.00
|
|
|
$
|
3.00
|
|
Terms (years)
|
|
|
1.4
|
|
|
|
1.5
|
|
Volatility
|
|
|
97
|
%
|
|
|
98
|
%
|
Risk-free rate
|
|
|
1.7
|
%
|
|
|
1.6
|
%
|
Dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
The following table summarizes key inputs for embedded convers
features on the date of conversions:
|
|
Conversion Date
|
|
Strike price
|
|
|
$1.00 - $3.00
|
|
Terms (years)
|
|
|
0.8
|
|
Volatility
|
|
|
126
|
%
|
Risk-free rate
|
|
|
0.2
|
%
|
Dividend yield
|
|
|
0
|
%
|
As of May
31, 2020, there are no notes outstanding with embedded conversion features.
Debt Conversion
The following table summarizes debt conversion
during the six months ended May 31, 2020:
Q BIOMED INC.
Notes to Condensed Consolidated Financial
Statements
Principal value of 2018 Debenture
|
|
$
|
2,730,000
|
|
Remaining debt discount
|
|
|
(28,000
|
)
|
Accrued interest
|
|
|
223,000
|
|
Fair value of bifurcated contingent put option
|
|
|
126,000
|
|
Sub-total
|
|
|
3,051,000
|
|
Principal value of 2019 Debenture
|
|
|
1,950,000
|
|
Remaining debt discount
|
|
|
(220,000
|
)
|
Accrued interest
|
|
|
58,000
|
|
Fair value of bifurcated contingent put option
|
|
|
157,000
|
|
Sub-total
|
|
|
1,945,000
|
|
Principal value of 2020 Debenture
|
|
|
1,000,000
|
|
Remaining debt discount
|
|
|
(140,000
|
)
|
Accrued interest
|
|
|
22,000
|
|
Fair value of bifurcated contingent put option
|
|
|
137,000
|
|
Sub-total
|
|
|
1,019,000
|
|
Total debt conversion amount
|
|
|
6,015,000
|
|
|
|
|
|
|
Fair value of Series A convertible preferred stock issued (127,998 shares)
|
|
|
1,280,000
|
|
Fair value of Series B convertible preferred stock issued (2,031,340 shares)
|
|
|
2,031,000
|
|
Fair value of common stock issued (2,811,198 shares)
|
|
|
2,735,000
|
|
Loss on debt extinguishment during the six months ended May 31, 2020
|
|
$
|
(31,000
|
)
|
Interest expense
Interest expense, included in the accompanying
Condensed Consolidated Statements of Operations, is comprised of the following for each period presented:
|
|
For the Three Months ended
|
|
|
For the Six Months ended
|
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
Interest expense based on the coupon interest rate of the outstanding debt
|
|
$
|
43,000
|
|
|
$
|
88,000
|
|
|
$
|
150,000
|
|
|
$
|
143,000
|
|
Accretion of debt discount
|
|
|
42,000
|
|
|
|
282,000
|
|
|
|
133,000
|
|
|
|
518,000
|
|
Total interest expense
|
|
$
|
85,000
|
|
|
$
|
370,000
|
|
|
$
|
283,000
|
|
|
$
|
661,000
|
|
Note 6 - Commitments and Contingencies
Legal
Periodically, the Company reviews the
status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim
or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss.
Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties,
accruals are based on the best information available at the time. As additional information becomes available, the Company
reassesses the potential liability related to pending claims and litigation.
Advisory Agreements
The Company entered into customary consulting
arrangements with various counterparties to provide consulting services, business development and investor relations services,
pursuant to which the Company agreed to issue shares of common stock as services are received.
Q BIOMED INC.
Notes to Condensed Consolidated Financial
Statements
Note 7 - Related Party Transactions
The Company entered into consulting agreements
with certain management personnel and stockholders for consulting and legal services. Consulting and legal expenses resulting from
such agreements were included within general and administrative expenses in the accompanying Condensed Consolidated Statements
of Operations as follows:
|
|
For the Three Months ended
|
|
|
For the Six Months ended
|
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
Consulting and legal expenses
|
|
$
|
105,000
|
|
|
$
|
90,000
|
|
|
$
|
210,000
|
|
|
$
|
192,000
|
|
Note 8 - Stockholders’ Equity Deficit
Common Shares
Issuance of shares for services
During the six months ended May 31, 2020,
the Company issued an aggregate of 0.1 million shares of the Company common stock to various vendors for advisory services, valued
at approximately $0.2 million based on the estimated fair market value of the stock on the date of grant and was recognized within
general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.
Preferred Shares
Amendments to Articles of Incorporation
or Bylaws
On April 3, 2020,
the Company’s Board of Directors authorized the creation of up to 500,000 shares of Series A Convertible Preferred Stock
(the “Series A Preferred Shares”) and up to 1,000,000 shares of Series B Convertible Preferred Stock (the “Series
B Preferred Shares”). On April 6, 2020, the Company filed a Certificate of Designations with the Secretary of Nevada creating
such Series A and Series B Preferred Shares (collectively, the “Preferred Shares”).
The original issue price and the liquidation value per share,
as of May 31, 2020, of each class of preferred stock is as follows:
|
|
Original Issue Price
|
|
|
Liquidation Value
|
|
|
|
Per Share
|
|
|
Per Share
|
|
Series A Preferred Share
|
|
$
|
10.00
|
|
|
$
|
10.12
|
|
Series B Preferred Share
|
|
$
|
10.00
|
|
|
$
|
10.11
|
|
The following is a summary of the rights
of the holders of the Preferred Shares:
Voting. Except to the
extent required by law, the holders of the Preferred Shares do not have the right to vote on the matters that the holders of the
common stock have the right to vote upon. The holders of the Preferred Shares may vote upon matters affecting the Preferred Shares,
provided that if the vote concerns all Preferred Shares, the holders of the Series A Preferred Shares shall vote together with
the holders of the Series B Preferred Shares.
Liquidation. The holders
of the Preferred Shares have a liquidation preference over the holders of the common stock. Such preference consists of the right
to receive upon the Company’s voluntary or involuntary liquidation, dissolution or winding up the liquidation value of each
Series A and Series B Preferred Share prior to the payment of any amounts to the holders of the common stock. The liquidation value
of each Series A and Series B Preferred Share shall be equal to $10 plus any accrued but unpaid dividends thereon.
Dividends. Every three
months, the Company is required to pay each holder of Preferred Shares a dividend equal to 2% of the liquidation value of such
shares (which is equal to 8% on annual basis). Such dividends shall be paid in shares of the Company’s common stock in an
amount equal to the dollar amount of such payment divided by the VWAP of the Company’s common stock on the date that such
dividend payment is due, provided that the Company may not issue such shares of common stock if such share issuance would cause
the holder to beneficially own more than 9.99% of the Company’s common stock.
Q BIOMED INC.
Notes to Condensed Consolidated Financial
Statements
Conversion of Series A Preferred
Shares. Each Series A Preferred Share may be converted into shares of the Company’s common stock in an amount that is
equal to the liquidation value divided by $1.00. The Company may force the conversion of the Series A Preferred Shares if each
of the following conditions (the “Forced Equity Conditions”) has been met:
|
(i)
|
on each trading day during the period beginning ten trading days prior to the forced conversion (the "Equity Conditions Measuring Period"), the VWAP of the Company’s common stock is in excess of $5.00,
|
|
(ii)
|
on each trading day during Equity Conditions Measuring Period, the dollar volume of the Company’s common stock traded is in excess of $750,000,
|
|
(iii)
|
on each day during the Equity Conditions Measuring Period, the shares of the Company’s common stock underlying the Series A Preferred Shares to be converted shall either (x) be registered for resale on an effective registration statement or (y) eligible for resale without restriction and without the need for registration under any applicable federal or state securities laws,
|
|
(iv)
|
on each day during the Equity Conditions Measuring Period, the Company’s common stock is designated for quotation on the Company’s principal market and shall not have been suspended from trading on such exchange or market nor shall delisting or suspension by such exchange or market been threatened or pending either (A) in writing by such exchange or market or (B) by falling below the then effective minimum listing maintenance requirements of such exchange or market; and
|
|
(v)
|
during the Equity Conditions Measuring Period, there shall not have occurred either (A) an Event of Default or (B) an event that with the passage of time or giving of notice would constitute an Event of Default.
|
Conversion of Series B Preferred
Shares. Each Series B Preferred Share may be converted into shares of the Company’s common stock in an amount that is
equal to the liquidation value divided by the applicable conversion rate. The conversion rate shall be the
lower of: (a) $2.70 or (b) 93% of the average of the four lowest daily VWAPs during the 10 consecutive trading days immediately
preceding the conversion date, provided that the conversion price may not be less than $1.00; further provided that if the VWAP
of the Company’s common stock for any 40 consecutive trading days is less than $1.00 for 30 of those days, then such floor
conversion price shall be reduced from $1.00 to $0.35.
The Company may not issue
shares of common stock upon pursuant to the conversions discussed above if such conversion would cause a holder to beneficially
own more than 9.99% of our then outstanding common stock.
Financing Agreements
On April 6, 2020, the Company entered into
a securities purchase agreement (the “SPA”) with accredited investors (the “Investors”). Pursuant to the
SPA, the Company issued the following securities:
|
•
|
127,998 shares of Series A Convertible Preferred Stock (the “Series A”) in exchange for convertible debentures with principal and interest of approximately $1.3 million;
|
|
•
|
100,000 Series A Preferred Shares for cash of $1.0 million,
|
|
•
|
203,134 shares of Series B Convertible Preferred Stock (‘the “Series B”) in exchange for convertible debentures with principal and interest of approximately $2.0 million;
|
|
•
|
300,000 Series B Preferred Shares for cash of $3.0 million
|
The fair value of the Company’s common
stock price on the issuance date is higher than the effective conversion price of both the Series A Preferred Shares and the Series
B Preferred Shares (collectively, the “Preferred Shares”), therefore the Company recorded a beneficial conversion feature
(“BCF”) of approximately $483,000 on the Preferred Shares. The discount to the aggregate stated value of the Preferred
Shares, resulting from recognition of the BCF was immediately accreted as a reduction of additional paid-in capital and an increase
in the carrying value of the Preferred Shares. The accretion is presented in the Consolidated Statement of Operations as a deemed
dividend, increasing net loss to arrive at net loss attributable to common stockholders.
The Company had accumulated dividend payable
on the Preferred Shares of approximately $84,000 as of May 31, 2020.
Q BIOMED INC.
Notes to Condensed Consolidated Financial
Statements
Note 9 - Warrants and Options
Summary of warrants
The following represents a summary of all
outstanding warrants to purchase the Company’s common stock, including warrants issued to vendors for services and warrants
issued as part of the units sold in the private placements, at May 31, 2020 and the changes during the period then ended:
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
Remaining Contractual
|
|
|
|
|
|
|
Warrants
|
|
|
Exercise Price
|
|
|
Life (years)
|
|
|
Intrinsic Value
|
|
Outstanding at December 1, 2019
|
|
|
7,180,000
|
|
|
$
|
2.22
|
|
|
|
3.2
|
|
|
$
|
2,463,000
|
|
Issued
|
|
|
3,065,000
|
|
|
|
2.13
|
|
|
|
4.5
|
|
|
|
-
|
|
Cashless exercise
|
|
|
(30,000
|
)
|
|
|
0.86
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited/expired
|
|
|
(414,000
|
)
|
|
|
3.95
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding at May 31, 2020
|
|
|
9,801,000
|
|
|
$
|
2.11
|
|
|
|
3.4
|
|
|
$
|
3,440,000
|
|
Exercisable at May 31, 2020
|
|
|
9,776,000
|
|
|
$
|
2.11
|
|
|
|
3.4
|
|
|
$
|
3,440,000
|
|
During the six months ended May 31, 2020,
the Company issued 1,500,000 warrants to the Company’s two officers in exchange for services rendered. The warrants are exercisable
into shares of the Company’s common stock in six months from their issuance until five years from the date of issuance at
an exercise price of $2.12 per share.
During the six months ended May 31, 2020,
the Company issued 901,000 warrants to certain consultants and service providers in exchange for services rendered. The warrants
are exercisable into shares of the Company’s common stock between 3-5 years from the date of issuance at an exercise price
between $2.00 to $2.12 per share.
During the six months ended May 31, 2020,
the Company issued 250,000 warrants to certain consultants for legal services provided regarding issuance of Preferred Shares and
preparation of registration statement. The warrants are exercisable into shares of the Company’s common stock in six months
from their issuance until five years from the date of issuance at an exercise price of $2.12 per share. The Company recorded approximately
$0.1 million as a direct offering cost in Stockholders’ equity with a net effect of zero.
The following assumptions were used to
compute the fair value of warrants granted during the six months ended May 31, 2020:
|
|
For the Six Months
ended
|
|
|
|
May 31, 2020
|
|
Strike price
|
|
$
|
2.12
|
|
Term (years)
|
|
|
5.0
|
|
Volatility
|
|
|
120
|
%
|
Risk-free rate
|
|
|
1.3
|
%
|
Dividend yield
|
|
|
0.0
|
%
|
Modification of Warrants
On February 12, 2020, the Company modified
an aggregated of 245,625 warrants that were originally granted to certain investors and consultants. The exercise price of
the Warrants was reduced to $2.33 per share and the term of the warrants were extended for 2 years from the original maturity date. The
Company received $20,000 cash from one of the investors as consideration for this modification.
On May 1, 2020, the Company modified an
aggregated of 168,000 warrants that were originally granted to certain consultants. The exercise price of the warrants was
reduced to $2.00 per share and the term of the warrants were extended for 2-3 years from the original maturity date.
The Company immediately recognized approximately
$0.1 million and $0.2 million of incremental stock-based compensation for the modifications during the three and six months ended
May 31, 2020, respectively based on the following weighted average assumptions:
|
|
After Modification
|
|
|
Before Modification
|
|
Strike price
|
|
$
|
2.20
|
|
|
$
|
4.20
|
|
Term (years)
|
|
|
3.7
|
|
|
|
1.5
|
|
Volatility
|
|
|
124
|
%
|
|
|
164
|
%
|
Risk-free rate
|
|
|
0.9
|
%
|
|
|
1.1
|
%
|
Dividend yield
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
Options Issued for Services
The following represents a summary of all
outstanding options to purchase the Company’s common stock at May 31, 2020 and the changes during the period then ended:
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
Remaining Contractual
|
|
|
|
|
|
|
Options
|
|
|
Exercise Price
|
|
|
Life (years)
|
|
|
Intrinsic Value
|
|
Outstanding at December 1, 2019
|
|
|
1,200,000
|
|
|
$
|
1.35
|
|
|
|
3.4
|
|
|
$
|
453,000
|
|
Issued
|
|
|
150,000
|
|
|
|
1.50
|
|
|
|
4.5
|
|
|
|
-
|
|
Outstanding at May 31, 2020
|
|
|
1,350,000
|
|
|
$
|
1.37
|
|
|
|
3.1
|
|
|
$
|
769,000
|
|
Exercisable at May 31, 2020
|
|
|
1,260,000
|
|
|
$
|
1.36
|
|
|
|
2.9
|
|
|
$
|
735,000
|
|
Stock-based Compensation
The Company recognized general and administrative
expenses of approximately $4.7 million and $0.3 million as a result of the shares, outstanding warrants and options issued to consultants
and employees during the six months ended May 31, 2020 and 2019, respectively.
As of May 31, 2020, the estimated unrecognized
stock-based compensation associate with these agreements is approximately $33,000 and will be fully recognized over the next 9
months.
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operation
Forward-Looking Statements
This Quarterly Report contains forward-looking
statements about our business, financial condition and prospects that reflect management’s assumptions and beliefs based
on information currently available. The expectations indicated by such forward-looking statements might not be realized. If
any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations
should materialize, our actual results may differ materially from those indicated by the forward-looking statements.
The key factors that are not within our
control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our
ability to create and expand our customer base, managements’ ability to raise capital in the future, the retention of key
employees and changes in the regulation of our industry.
There may be other risks and circumstances
that management may be unable to predict. When used in this Quarterly Report, words such as, “believes,” “expects,”
“intends,” “plans,” “anticipates,” “estimates” and similar expressions are
intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such
expressions.
Overview
Q BioMed Inc. (or “the Company”)
was incorporated in the State of Nevada on November 22, 2013 and is a commercial stage biomedical acceleration and development
company focused on licensing, acquiring and providing strategic resources to life sciences and healthcare companies. We intend
to mitigate risk by acquiring multiple assets over time and across a broad spectrum of healthcare related products, companies and
sectors. We intend to develop these assets to provide returns via organic growth, revenue production, out-licensing, sale or spin
out.
Since our inception, we have been busy
building value ranging from potential blockbuster drugs to revenue producing opportunities. Our mission is to solve problems by
accelerating the development of important therapies and the availability of those therapies to patients.
We are extremely pleased to have reached
our initial goal of becoming a commercial pharmaceutical company in the start of 2020.
Strontium89 – FDA Approved Drug
Launched
On February 12, 2020, we launched Strontium89
(Strontium Chloride Sr-89 Injection, USP), our FDA approved non-opioid drug which has been shown to relieve the pain associated
with cancer that has metastasized to bone. Our contract manufacturing facility, which is FDA approved to produce Strontium89, is
manufacturing commercial-scale quantities now. Our new Strontium89 website has been launched and outreach to health care professionals
and patients has commenced. The response has been positive thus far and it is very gratifying to have already impacted those suffering
from cancer bone pain.
We expect to book incremental revenues
in the current quarter, even as COVID restrictions have limited our access to hospitals and physicians.
In several multicenter, placebo-controlled
trials in cancer patients with pain from bone metastases, pain relief occurred in more patients treated with a single injection
of Strontium89 than in patients treated with an injection of placebo. Strontium89 is administered intravenously once every three
months and for some patients can reduce or even eliminate the need for opioid analgesics. (Please see Important Safety Information
and the full Prescribing Information on our website www.strontium 89.com.)
The opioid crisis is pervasive, and clinicians
worldwide are being asked to re-examine opioid use. Over 10 million people around the world suffer from pain associated with metastatic
cancer in the bone and can benefit from Strontium89.
Through our distribution partner, Jubilant
RadiopharmaTM, we have the capability to reach patients in all 50 U.S. states. Commercial and marketing activities, including marketing
at conferences and direct sales, have commenced concurrent with commercial availability. Strontium89 is reimbursed by Medicare,
Medicaid and most insurance companies.
Near term, this opportunity will provide
us revenue. We also plan to launch the drug in several substantial international markets during 2020 and 2021. Looking to the future,
we are assembling a world class scientific advisory board to assist in market access and plan Phase 4 clinical trial programs that
may expand the indication beyond palliation into a therapeutic use that may increase patient survival, accessing the much larger
therapeutic market. A comparative drug in the radiopharmaceutical space was purchased by Bayer for $2.9 billion in 2013 with peak
sales projected by Bayer exceeding $1 billion a year.
As we reflect on our mission of finding
undervalued assets and advancing them to increased value, we are proud to say that we believe that we are accomplishing that goal.
Launching Strontium89 distinguishes us
from publicly traded biotech companies that have yet to launch a regulatory approved commercial product and generate revenues.
Building a robust pipeline, we continue to work closely with our technology partners to develop treatments for unmet needs in multi-billion-dollar
markets.
Mannin Technology Collaboration - COVID19,
Glaucoma and Others
Our technology partner Mannin Research
Inc. (Mannin) was recently granted up to $7.7 million in Europe, which will fund 65 percent of every dollar incurred to advance
a portfolio of therapeutic assets for vascular diseases currently in development at Mannin, including: glaucoma, cardiovascular
diseases, acute kidney disease, and infectious diseases such as influenza and coronavirus, among others.
Given the urgent need for therapeutics
to treat COVID-19, Mannin is rapidly accelerating the time to the first clinical milestone for MAN-19. An Investigational New Drug
(IND) application (or similar clinical trial proposal) to regulators are planned for late 2020.
It is important to note that we believe
that the MAN-19 therapeutic is virus-agnostic, which makes it relevant to other viral diseases today like influenza and future
viral pandemic outbreaks. Therefore, a successful infectious disease application in COVID-19 could position MAN-19 as a potential
government stockpile drug for inevitable future pandemics. Furthermore, a successful proof-of-concept clinical trial with MAN-19
in COVID-19 patients would provide the clinical dataset to quickly support the development of therapeutics for other vascular diseases
such as sepsis, acute kidney injury, and of course glaucoma. All of these are large markets with significant potential.
We continue to support the development
of Mannin’s MAN-01 and MAN-11 therapeutics, a novel small-molecule, and novel biologic therapeutic for glaucoma, respectively.
There are over 60 million patients worldwide with primary open-angle glaucoma. The MAN-01 program is developing topical drops designed
to reduce pressure build-up in the eye by assisting with, and correcting, drainage problems in tiny vessels in the eye. We have
advanced this asset from ‘concept to compound’ and have seen very promising preliminary data that inspires confidence
in the program and the market it addresses. Again, as we assess this against our mission, we have found a unique opportunity in
a neglected market with significant potential and are advancing it towards real value.
Our next steps for the MAN-01 and MAN-11
programs are to initiate toxicology studies in 2021, with the goal of initiating a Phase 1 proof of concept trial in late 2021.
These successful data points should command a significant value proposition with potential partner companies that have a specific
interest in ophthalmology.
GDF 15 Diagnostic for Glaucoma - In
Clinical Trial and Product Development and FDA approval anticipated early 2021
In early 2019, we licensed a diagnostic
biomarker known as GDF-15 for determining the severity of glaucoma from Washington University in St. Louis. GDF-15 is a perfect
companion diagnostic for the MAN-01 and MAN-11 drugs, as well as a novel tool for practicing ophthalmologists and drug developers,
because it allows them to assess the efficacy of the treatment or disease progression in their practice. This product represents
a unique opportunity and current clinical trials are yielding promising results. In partnership with Mannin Research Inc. and McMaster
University, we are nearing the completion of development of an in-vitro-diagnostic (IVD) with both point-of-care (detection in
a doctor’s office) as well as an external laboratory-based detection (i.e. for use in existing CLIA laboratories using existing
diagnostic equipment). We anticipate completion of the IVD device by the end of 2020 with submission to the FDA (510K) for in vitro
diagnostic approval in early 2021.
UTTROSIDE B - Liver Cancer Chemotherapeutic
We are innovating in the treatment of liver
cancer, a disease indication that currently has a high unmet need. Currently, there are only two approved first-line therapies.
We licensed and have advanced Uttroside-B, a new molecule that showed ten times the potency of the current standard of care in
early pre-clinical investigation. Uttroside-B was discovered in the leaf of the Black Nightshade plant in India. As it is not feasible
to use the plant as the source for a drug, we successfully synthesized the molecule thereby creating an exact replica of the naturally
occurring chemical compound. We are now preparing to advance this into a pre-clinical program leading to an orphan drug application
and IND application with the FDA and a proof of concept clinical program. If we are successful in achieving a positive proof of
concept, we would expect the commercial market to recognize the additional value created in this billion-dollar market.
QBM-001 – Early Stage Treatment
for young minimally verbal children on the Autism Spectrum
While our immediate focus is on the above-mentioned
assets, we are also developing a new drug candidate to treat young children with pediatric minimally verbal autism. The advancement
of this program will depend on the availability of funds and resources as we prioritize our clinical development milestones. There
is no effective treatment available to help an estimated 250,000 children born with the condition worldwide each year, 20,000 of
them in the U.S. We are working on a discovery and development program to address this highly unmet need. In that regard, we recently
filed an Orphan Drug application with the FDA based on a collaboration that resulted in a breakthrough discovery examining 1,953
autistic biomarkers that could identify the condition in a narrow patient population. We are in communication with the FDA's Office
of Orphan Products Development and hope to be successful in the orphan designation.
Corporate Strategic Goals
Since our inception five years ago, we
have been busy building value ranging from potential blockbuster drugs to revenue producing opportunities. Our mission is to solve
problems by accelerating the development of important therapies and availability of those therapies to patients. We believe we
are creating value for our shareholders as we approach some significant milestones and catalysts. To that end, early this quarter
we completed a debt restructuring and financing resulting in the conversion of approximately $4 million in debt to equity and a
new cash investment of $4 million. This transaction had a very positive impact on our balance sheet and shareholder equity improving
from negative $5 million to positive $2.1 million and positions us well for a Nasdaq up-listing once our share price reaches the
required metric and we implement the necessary corporate structure and board composition.
Financial Overview
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
This management’s discussion and
analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which
have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our condensed
consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair
value of financial instruments, research and development costs, accrued expenses and stock-based compensation. We base our estimates
on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Other than
as set out in Note 3 to our accompanying unaudited condensed consolidated financial statements we believe there have been no significant
changes in our critical accounting policies as described in the Form 10-K.
Unaudited Results of Operations for
the three months ended May 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
For the Three Months ended
|
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
Net Sales
|
|
$
|
15,000
|
|
|
$
|
-
|
|
Cost of sales
|
|
|
34,695
|
|
|
|
-
|
|
Gross loss
|
|
|
(19,695
|
)
|
|
|
-
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
|
1,598,235
|
|
|
|
1,195,759
|
|
Research and development expenses
|
|
|
20,329
|
|
|
|
1,071,416
|
|
Total operating expenses
|
|
|
1,618,564
|
|
|
|
2,267,175
|
|
Loss from operations
|
|
|
(1,638,259
|
)
|
|
|
(2,267,175
|
)
|
Other (income) expenses:
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
85,085
|
|
|
|
369,972
|
|
Change in fair value of embedded derivatives
|
|
|
107,685
|
|
|
|
251,000
|
|
Loss on debt extinguishment
|
|
|
31,399
|
|
|
|
-
|
|
Total other expenses
|
|
|
224,169
|
|
|
|
620,972
|
|
Net loss
|
|
$
|
(1,862,428
|
)
|
|
$
|
(2,888,147
|
)
|
Net Sales
During the three months ended May 31, 2020,
we recognized $15,000 revenue from sale of Strontium89.
Cost of Sales
During the three months ended May 31, 2020,
we recognized approximately $35,000 cost of sales. These costs were related to raw materials cost, manufacturing cost and distribution
cost.
Operating expenses
We incur various costs and expenses in
the execution of our business. The increase in general and administrative expenses was due to an increased charge in stock-based
compensation compared to last year. We recorded approximately $641,000 and $123,000 of stock-based compensation under general and
administrative expense during the three months ended May 31, 2020 and 2019, respectively. The decrease in research and development
compared to last year was mainly due to less fees incurred in connection with the license agreements with Mannin and Washington
University.
Interest expenses
During the three months ended May 31, 2020,
interest expense decreased to approximately $85,000 from $370,000 in the prior year due primarily to the exchange of outstanding
Debentures for Series A and Series B preferred stock.
The following table summarizes interest expenses
incurred during the three months ended May 31, 2020 and 2019, respectively:
|
|
|
|
|
|
|
|
|
For the Three Months ended
|
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
Interest expense based on the coupon interest rate of the outstanding debt
|
|
$
|
43,000
|
|
|
$
|
88,000
|
|
Accretion of debt discount
|
|
|
42,000
|
|
|
|
282,000
|
|
Total interest expense
|
|
$
|
85,000
|
|
|
$
|
370,000
|
|
Change in fair value of embedded derivatives
We recognized approximately $108,000 and
$251,000 loss resulting from the change in fair value of embedded contingent put options in convertible notes during the three
months ended May 31, 2020 and 2019, respectively. The fluctuation is mainly due the change of stock price during the reporting
periods and conversion of existing debt, reducing the penalty payments due.
Loss on debt extinguishment
We recognized approximately $31,000 loss
due to the exchange outstanding Debentures to common shares and preferred shares during the three months ended May 31, 2020.
Net loss
During the three months ended May 31, 2020
and 2019, we incurred net losses of approximately $2.3 million and $2.9 million, respectively. Our management expects to
continue to incur net losses for the foreseeable future, due to our need to continue to establish a broader pipeline of assets,
expenditure on R&D and implement other aspects of our business plan.
Unaudited Results of Operations for
the six months ended May 31, 2020 and 2019:
|
|
For the Six Months ended
|
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
Net Sales
|
|
$
|
15,000
|
|
|
$
|
-
|
|
Cost of sales
|
|
|
34,695
|
|
|
|
-
|
|
Gross loss
|
|
|
(19,695
|
)
|
|
|
-
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
|
7,168,206
|
|
|
|
2,438,470
|
|
Research and development expenses
|
|
|
283,201
|
|
|
|
1,886,115
|
|
Total operating expenses
|
|
|
7,451,407
|
|
|
|
4,324,585
|
|
Loss from operations
|
|
|
(7,471,102
|
)
|
|
|
(4,324,585
|
)
|
Other (income) expenses:
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
282,601
|
|
|
|
660,644
|
|
Change in fair value of embedded derivatives
|
|
|
19,163
|
|
|
|
278,000
|
|
Loss on debt extinguishment
|
|
|
31,399
|
|
|
|
-
|
|
Total other expenses
|
|
|
333,163
|
|
|
|
938,644
|
|
Net loss
|
|
$
|
(7,804,265
|
)
|
|
$
|
(5,263,229
|
)
|
Net Sales
During the six months ended May 31, 2020,
we recognized $15,000 revenue from sale of Strontium89.
Cost of Sales
During the three months ended May 31, 2020,
we recognized approximately $35,000 cost of sales. These costs were related to raw materials cost, manufacturing cost and distribution
cost.
Operating expenses
We incur various costs and expenses in
the execution of our business. The increase in general and administrative expenses was due to an increased charge in stock-based
compensation compared to last year. We recorded approximately $4.7 million and $1.0 million of stock-based compensation under general
and administrative expense during the six months ended May 31, 2020 and 2019, respectively. The decrease in research and development
compared to last year was mainly due to less fees incurred in connection with the license agreements with Mannin and Washington
University.
Interest expenses
During the six months ended May 31, 2020,
interest expense decreased to approximately $283,000 from $661,000 in the prior year due primarily to the exchange of outstanding
Debentures for Series A and Series B preferred stock.
The following table summarizes interest expenses
incurred during the six months ended May 31, 2020 and 2019, respectively:
|
|
For the Six Months ended
|
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
Interest expense based on the coupon interest rate of the outstanding debt
|
|
$
|
150,000
|
|
|
$
|
143,000
|
|
Accretion of debt discount
|
|
|
133,000
|
|
|
|
518,000
|
|
Total interest expense
|
|
$
|
283,000
|
|
|
$
|
661,000
|
|
Change in fair value of embedded derivatives
We recognized approximately $19,000 and
$278,000 loss resulting from the change in fair value of embedded contingent put options in convertible notes during the six months
ended May 31, 2020 and 2019, respectively. The fluctuation is mainly due the change of stock price during the reporting periods
and conversion of existing debt, reducing the penalty payments due.
Loss on debt extinguishment
We recognized approximately $31,000 loss
due to the exchange outstanding Debentures to common shares and preferred shares during the six months ended May 31, 2020.
Net loss
During the six months ended May 31, 2020
and 2019, we incurred net losses of approximately $8.2 million and $5.3 million, respectively. Our management expects to
continue to incur net losses for the foreseeable future, due to our need to continue to establish a broader pipeline of assets,
expenditure on R&D and implement other aspects of our business plan.
Liquidity and Capital Resources
We prepared the accompanying condensed
consolidated financial statements assuming that we will continue as a going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of business.
We have not yet established an ongoing
source of significant revenues and must cover our operating through debt and equity financings to allow us to continue as a going
concern. We had approximately $3 million in cash as of May 31, 2020. Our ability to continue as a going concern depends on
the ability to obtain adequate capital to fund operating losses until we generate adequate cash flows from operations to fund our
operating costs and obligations. If we are unable to obtain adequate capital, we could be forced to cease operations.
We depend upon our ability, and will continue
to attempt, to secure equity and/or debt financing. We cannot be certain that additional funding will be available on acceptable
terms, or at all. Our management determined that there was substantial doubt about our ability to continue as a going concern within
one year after the condensed consolidated financial statements were issued, and management’s concerns about our ability to
continue as a going concern within the year following this report persist.
The accompanying condensed consolidated
financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts
or amounts and classification of liabilities that might result from this uncertainty.
Cash Flows
The following table sets forth the significant
sources and uses of cash for the periods addressed in this report:
|
|
For the Six Months ended
|
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
Net cash (used in) provided by:
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
(3,068,000
|
)
|
|
$
|
(2,586,000
|
)
|
Financing activities
|
|
|
5,915,000
|
|
|
|
81,000
|
|
Net increase (decrease) in cash
|
|
$
|
2,847,000
|
|
|
$
|
(2,505,000
|
)
|
Net cash used in operating activities was
approximately $3.1 million for the six months ended May 31, 2020 as compared to approximately $2.6 million for the six months ended
May 31, 2019.
Net cash provided by financing activities
was approximately $5.9 million for the six months ended May 31, 2020 as compared to approximately $81,000 for the six months ended
May 31, 2019. The net cash provided in the 2020 period relates to proceeds received from the issuance of debentures and preferred
shares.
Commitments and Contingencies
Advisory Agreements
We entered into customary consulting arrangements
with various counterparties to provide consulting services, business development and investor relations services, pursuant to which
we agreed to issue shares of common stock as services are received.
Office Facility Agreement
In December 2016, we entered into a license
to occupy a shared office facility in Cayman Islands for $30,000 per annum. The initial term of the agreement ended
in December 2019 and we renewed the agreement for another three years with the same terms.
This agreement does not identify a specific
asset and does not convey the use of substantially all of the shared office capacity. As such, this agreement does not contain
a lease under ASC 842. We recognize monthly license payments as incurred over the term of the arrangement.
The associated expense is classified within general and
administrative expenses.
Related Party Transactions
We entered into consulting agreements with
certain management personnel and stockholders for consulting and legal services. Consulting and legal expenses resulting from such
agreements were included within general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations
as follows:
|
|
For the Three Months ended
|
|
|
For the Six Months ended
|
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
Consulting and legal expenses
|
|
$
|
105,000
|
|
|
$
|
90,000
|
|
|
$
|
210,000
|
|
|
$
|
192,000
|
|
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.