Cover
Cover | 6 Months Ended |
May 31, 2021 | |
Document and Entity Information [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | Byrna Technologies Inc. |
Entity Central Index Key | 0001354866 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 |
CURRENT ASSETS | |||
Cash | $ 4,391,000 | $ 3,175,000 | $ 1,081,900 |
Restricted cash | 862,000 | 6,389,000 | |
Accounts receivable, net | 1,235,000 | 834,000 | 438,255 |
Inventory, net | 6,607,000 | 4,817,000 | 959,748 |
Net investment in sales-type lease, current | 51,000 | ||
Prepaid expenses and other current assets | 1,282,000 | 1,391,000 | 377,305 |
Total current assets | 14,428,000 | 16,606,000 | 2,857,208 |
Patent rights, net | 3,626,000 | 811,000 | 99,002 |
Deposits for equipment | 678,000 | 619,000 | 196,921 |
Right-of-use asset, net | 1,224,000 | 1,200,000 | |
Net investment in sales-type lease, non-current | 56,000 | ||
Property and equipment, net | 1,187,000 | 1,220,000 | 321,288 |
Goodwill | 651,000 | 651,000 | |
Restricted cash | 92,000 | 92,000 | 92,000 |
Other assets | 91,000 | 17,000 | |
TOTAL ASSETS | 22,033,000 | 21,216,000 | 3,566,419 |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 4,571,000 | 6,629,000 | 639,877 |
Operating lease liabilities, current | 232,000 | 257,000 | |
Deferred revenue | 1,675,000 | 4,902,000 | 10,842 |
Convertible notes payable, net | 2,758,578 | ||
Line of credit | 1,500,000 | ||
Notes payable, current | 76,000 | ||
Accrued interest | 266,143 | ||
Total current liabilities | 7,978,000 | 11,864,000 | 3,675,440 |
Convertible notes payable, non-current | 1,874,972 | ||
Notes payable, non-current | 115,000 | ||
Operating lease liabilities, non-current | 905,000 | 828,000 | |
Total liabilities | 8,883,000 | 12,807,000 | 5,550,412 |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDERS' EQUITY | |||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued; Series A Preferred Stock, 1,500 shares designated, 0, 1,391 and 0 shares issued and outstanding, respectively | |||
Common stock, $0.001 par value, 300,000,000 shares authorized, 20,693,521, 14,852,023 and 104,021,836 shares issued and outstanding, respectively | 20,000 | 15,000 | 104,022 |
Additional paid-in capital | 61,374,000 | 58,581,000 | 36,480,520 |
Shares to be issued | 20,000 | ||
Treasury stock, at cost, 0, 0 and 3,699,999 shares, respectively | (888,000) | ||
Accumulated deficit | (48,450,000) | (50,215,000) | (37,662,123) |
Accumulated other comprehensive income | 206,000 | 28,000 | (38,412) |
Total Stockholders' Equity | 13,150,000 | 8,409,000 | (1,983,000) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 22,033,000 | $ 21,216,000 | $ 3,566,419 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 |
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 | 0 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 20,693,521 | 14,852,023 | 104,021,836 |
Common Stock, Shares, Outstanding | 20,693,521 | 14,852,023 | 104,021,836 |
Treasury Stock, Shares | 0 | 0 | 3,699,999 |
Series A Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 1,500 | 1,500 | 1,500 |
Preferred Stock, Shares Issued | 0 | 1,391 | 0 |
Preferred Stock, Shares Outstanding | 0 | 1,391 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Income Statement [Abstract] | ||||||
Net revenue | $ 13,401,000 | $ 1,190,000 | $ 22,294,000 | $ 1,339,000 | $ 16,566,295 | $ 924,419 |
Cost of goods sold | (5,839,000) | (674,000) | (9,991,000) | (857,000) | (9,058,125) | (775,412) |
Gross profit | 7,562,000 | 516,000 | 12,303,000 | 482,000 | 7,508,170 | 149,007 |
Operating expenses | 5,539,000 | 1,369,000 | 10,691,000 | 2,959,000 | 11,817,002 | 3,437,544 |
INCOME (LOSS) FROM OPERATIONS | 2,023,000 | (853,000) | 1,612,000 | (2,477,000) | (4,308,832) | (3,288,537) |
OTHER INCOME (EXPENSE) | ||||||
Foreign currency transaction gain (loss) | 214,000 | (5,000) | 192,000 | (9,000) | (91,399) | (12,031) |
Accretion of debt discounts | (257,000) | (755,000) | (755,401) | (1,120,872) | ||
Interest expense | (9,000) | (74,000) | (37,000) | (233,000) | (233,095) | (414,364) |
Loss on extinguishment of debt | (6,027,000) | (6,027,000) | (6,026,654) | |||
Warrant inducement expense | (845,000) | (845,000) | (845,415) | |||
Change in fair value of derivative liabilities | 426,019 | |||||
Forgiveness of Paycheck Protection Program loan | 190,000 | |||||
Other financing costs | (8,000) | (9,000) | ||||
INCOME (LOSS) BEFORE INCOME TAXES | 2,220,000 | (8,061,000) | 1,948,000 | (10,346,000) | (12,260,796) | (4,409,785) |
Income tax provision | 183,000 | 0 | 183,000 | 0 | 292,529 | |
NET INCOME (LOSS) | 2,037,000 | (8,061,000) | 1,765,000 | (10,346,000) | (12,553,325) | (4,409,785) |
Foreign exchange translation gain for the period | 120,000 | 132,000 | 178,000 | 96,000 | 66,545 | (4,115) |
COMPREHENSIVE INCOME (LOSS) | 2,157,000 | (7,929,000) | 1,943,000 | (10,250,000) | $ (12,486,780) | $ (4,413,900) |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS | $ 994,000 | $ (8,061,000) | $ 722,000 | $ (10,346,000) | ||
NET INCOME (LOSS) PER SHARE | ||||||
Basic net income (loss) per share (in dollars per share) | $ 0.06 | $ (0.66) | $ 0.04 | $ (0.91) | ||
Diluted net income (loss) per share (in dollars per share) | $ 0.05 | $ (0.66) | $ 0.04 | $ (0.91) | ||
Net loss per share - basic and diluted (in dollars per share) | $ (0.10) | $ (0.04) | ||||
Weighted-average number of common shares outstanding - basic (in shares) | 17,800,749 | 12,068,759 | 16,359,496 | 11,271,719 | ||
Weighted-average number of common shares outstanding - diluted (in shares) | 18,989,231 | 12,068,759 | 17,604,131 | 11,271,719 | 126,787,466 | 103,543,833 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income (loss) for the period | $ (8,061,000) | $ 1,765,000 | $ (10,346,000) | $ (12,553,325) | $ (4,409,785) |
Adjustments to reconcile net (income) loss to net cash used in operating activities: | |||||
Stock-based compensation expense | 10,000 | 1,546,000 | 648,000 | 1,252,366 | 218,154 |
Forgiveness of Paycheck Protection Program loan | (190,000) | ||||
Accretion of debt discounts | 257,000 | 755,000 | 755,401 | 1,120,872 | |
Loss on extinguishment of debt | 6,027,000 | 6,027,000 | 6,026,654 | ||
Warrant inducement | 845,000 | 845,415 | |||
Write-down of inventory | 177,000 | 3,000 | 553,046 | 44,786 | |
Change in fair value of derivative liability | (426,019) | ||||
Issuance of common shares for services | 119,000 | 429,582 | 514,339 | ||
Issuance of convertible notes payable for services | 112,500 | ||||
Shares to be issued for services | 43,000 | 20,000 | |||
Cancellation of shares for services | (19,996) | ||||
Issuance of warrants for payment of accrued interest | 124,603 | 249,376 | |||
Depreciation and amortization | 10,000 | 217,000 | 77,000 | 177,181 | 46,844 |
Amortization of debt issuance costs | 9,000 | ||||
Operating lease costs | 83,000 | 29,000 | 138,599 | ||
Amortization of patent rights | 64,873 | 7,332 | |||
Selling loss on sales-type lease | 33,000 | ||||
Changes in assets and liabilities, net of acquisition: | |||||
Accounts receivable | 138,000 | 82,000 | (432,907) | (419,341) | |
Deferred revenue | (3,227,000) | 137,000 | 4,891,245 | ||
Inventory | (1,407,000) | (239,000) | (4,491,329) | (875,413) | |
Prepaid expenses and other current assets | 422,000 | (48,000) | (1,022,802) | (226,060) | |
Net investment in sales-type lease | (6,000) | ||||
Other assets | (1,000) | (16,613) | |||
Accounts payable and accrued liabilities | (2,358,000) | 147,000 | 5,937,818 | 270,177 | |
Operating lease liabilities | (65,000) | (130,000) | (250,540) | ||
Accrued interest | 234,000 | 108,488 | |||
NET CASH USED IN OPERATING ACTIVITIES | (2,864,000) | (1,617,000) | 2,537,755 | (3,772,234) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Purchase of patent rights | (37,000) | (80,000) | (80,000) | ||
Cash paid for Roboro acquisition, net of cash acquired | (489,000) | (488,852) | |||
Cash paid for asset acquisition, net of cash acquired | (3,702,000) | ||||
Purchases of property and equipment | (116,000) | (147,000) | (1,426,434) | (245,971) | |
NET CASH USED IN INVESTING ACTIVITIES | (3,855,000) | (716,000) | (1,995,286) | (245,971) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from warrant exercises | 1,217,000 | 3,218,000 | 7,223,979 | ||
Proceeds from stock option exercises | 35,000 | 10,431 | |||
Payment of debt issuance costs | (83,000) | ||||
Proceeds from Roboro sellers for common stock | 500,000 | 500,000 | |||
Proceeds from convertible notes | 5,068,265 | ||||
Proceeds from notes payable | 190,300 | ||||
Payment of cash for stock to be issued | (20,000) | ||||
Repayment of notes payable | (136,748) | ||||
Repayment of secured convertible notes | (1,035,930) | ||||
Proceeds from Paycheck Protection Program loan | 190,000 | ||||
Proceeds from line of credit | 1,500,000 | ||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,669,000 | 3,908,000 | 7,767,962 | 4,032,335 | |
Effects of foreign currency exchange rate changes | (261,000) | 58,000 | 171,304 | (22,617) | |
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH FOR THE PERIOD | (4,311,000) | 1,633,000 | 8,481,735 | (8,487) | |
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD | 9,656,000 | 1,174,000 | 1,174,000 | 1,182,387 | |
CASH AND RESTRICTED CASH, END OF PERIOD | $ 2,807,000 | 5,345,000 | $ 2,807,000 | 9,656,000 | 1,174,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||
INCOME TAXES PAID | |||||
Interest paid | $ 14,000 | $ 988,493 | $ 161,595 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) | Apr. 08, 2020 | Feb. 29, 2020 |
Number of shares issued in debt conversion | 33,333 | |
Convertible Notes Payable [Member] | ||
Value of debt conversion | $ 6,950,000 | |
Warrant [Member] | ||
Warrants Issued | 15,000 | |
Value of warants issued for marketing services | $ 10,000 | |
Warrant [Member] | Convertible Notes Payable [Member] | ||
Value of converted instruments | $ 200,000 | |
Series A Preferred Stock [Member] | Convertible Notes Payable [Member] | ||
Number of shares issued in debt conversion | 1,391 | |
Value of converted instruments | $ 11,590,000 | |
Debt issuance cost | $ 30,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical 1) - USD ($) | Apr. 08, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Nov. 30, 2019 |
Number of common stock share issued for services | 3,000,000 | |||
Value of common stock share issued for services | $ 550,000 | |||
Stock repurchased during period, shares | 369,999 | |||
Stock repurchased during period, value | $ 19,996 | |||
Number of shares issued for exchange of notes | 33,333 | |||
Class of warrant or right grant date fair value | $ 11,591,623 | |||
Warrant fair value at reduced price | 29,150 | |||
Proceeds from issuance of warrant | 239,747 | |||
Number of warrant issued | 2,290,373 | |||
Treasury Stock, Shares | 3,699,999 | |||
Treasury Stock Receivable | $ 888,000 | |||
Treasury stock offset associated additional paid in capital | $ 338,000 | |||
Series A Preferred Stock [Member] | ||||
Aggregate price | $ 6,950,000 | |||
Number of shares issued for exchange of notes | 1,391 | |||
Class of warrant or right grant date fair value | $ 11,591,623 | |||
Warrant fair value at reduced price | 29,150 | |||
Proceeds from issuance of warrant | $ 239,747 | |||
Common Stock [Member] | ||||
Stock repurchased during period, shares | 134,938 | |||
Stock repurchased during period, value | $ 135 | |||
Common Stock [Member] | Patents [Member] | ||||
Stock repurchased during period, shares | 3,866,810 | |||
Stock repurchased during period, value | $ 696,799 | |||
Warrant [Member] | ||||
Number of warrant issued | 150,000 | |||
Warrants issued for marketing services | $ 8,000 | |||
Convertible Noteholders [Member] | ||||
Accrued interest satisfied by issuance of warrants | $ 100,000 | |||
Number of warrant issued | 498,418 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Shares To Be Issued [Member] | Treasury Stock Receivable[Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Beginning Balance at Nov. 30, 2018 | $ 101,977 | $ 33,341,695 | $ (33,252,338) | $ (34,297) | $ 157,037 | |||
Beginning Balance (Shares) at Nov. 30, 2018 | 101,976,899 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for services (in shares) | 3,000,000 | |||||||
Issuance of common Stock for services | $ 2,180 | 312,159 | $ 314,339 | |||||
Issuance of common Stock for services (shares) | 2,179,875 | |||||||
Cancellation of shares | $ (135) | (19,861) | (19,996) | |||||
Cancellation of shares (in shares) | (134,938) | |||||||
Redemption of stock issued for service | $ (888,000) | 338,000 | (550,000) | |||||
Issuance of warrants with convertible notes payable | 2,290,373 | 2,290,373 | ||||||
Shares to be issued | $ 20,000 | 20,000 | ||||||
Stock-based compensation for issuance of stock options | 218,154 | 218,154 | ||||||
Net income (loss) | (4,409,785) | (4,409,785) | ||||||
Foreign currency translation | (4,115) | (4,115) | ||||||
Ending Balance at Nov. 30, 2019 | $ 10,000 | 20,000 | (888,000) | 36,575,000 | (37,662,000) | (38,000) | (1,983,000) | |
Ending Balance (Shares) at Nov. 30, 2019 | 10,402,184 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for services | 118,000 | 118,000 | ||||||
Issuance of common stock for services (in shares) | 62,500 | |||||||
Issuance of common stock for intellectual property | 697,000 | 697,000 | ||||||
Issuance of common stock for intellectual property (in shares) | 386,680 | |||||||
Cancellation of shares | 888,000 | (888,000) | ||||||
Cancellation of shares (in shares) | (369,999) | |||||||
Issuance of common stock - Roboro acquisition | 556,000 | 556,000 | ||||||
Issuance of common stock - Roboro acquisition (in shares) | 138,889 | |||||||
Shares to be issued | 43,000 | 43,000 | ||||||
Issuance of Series A preferred stock upon conversion of the convertible notes | 11,562,000 | 11,562,000 | ||||||
Issuance of Series A preferred stock upon conversion of the convertible notes (in shares) | 1,391 | |||||||
Issuance of warrants for payment of accrued interest | 125,000 | 125,000 | ||||||
Stock-based compensation | 648,000 | 648,000 | ||||||
Warrant exercises | $ 2,000 | 4,020,000 | 4,022,000 | |||||
Warrant exercises (in shares) | 2,009,703 | |||||||
Issuance of warrants upon conversion of the convertible notes | 240,000 | 240,000 | ||||||
Net income (loss) | (10,346,000) | (10,346,000) | ||||||
Foreign currency translation | 96,000 | 96,000 | ||||||
Ending Balance at May. 31, 2020 | $ 12,000 | 63,000 | 53,653,000 | (48,008,000) | 58,000 | 5,778,000 | ||
Ending Balance (Shares) at May. 31, 2020 | 1,391 | 12,629,957 | ||||||
Beginning Balance at Nov. 30, 2019 | $ 10,000 | 20,000 | (888,000) | 36,575,000 | (37,662,000) | (38,000) | (1,983,000) | |
Beginning Balance (Shares) at Nov. 30, 2019 | 10,402,184 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock pursuant to exercise of stock options | $ 55 | 10,376 | $ 10,431 | |||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 55,000 | 55,000 | ||||||
Issuance of common Stock for services | $ 877 | 428,705 | $ 429,582 | |||||
Issuance of common Stock for services (shares) | 877,833 | |||||||
Issuance of common stock for intellectual property | $ 3,867 | 692,932 | 696,799 | |||||
Issuance of common stock for intellectual property (in shares) | 3,866,810 | |||||||
Cancellation of shares | $ (3,700) | $ 888,000 | (884,300) | |||||
Cancellation of shares (in shares) | (3,699,999) | |||||||
Issuance of common stock - Roboro acquisition | $ 1,389 | 554,167 | 555,556 | |||||
Issuance of common stock - Roboro acquisition (in shares) | 1,388,889 | |||||||
Issuance of warrants upon conversion of the convertible notes | 239,747 | 239,747 | ||||||
Issuance of Series A preferred stock upon conversion of the convertible notes | $ 1 | 11,562,472 | 11,562,473 | |||||
Issuance of Series A preferred stock upon conversion of the convertible notes (in shares) | 1,391 | |||||||
Issuance of warrants for payment of accrued interest | 124,603 | 124,603 | ||||||
Stock-based compensation | 1,252,366 | 1,252,366 | ||||||
Stock to be issued settled in cash | (20,000) | (20,000) | ||||||
Warrant exercises | $ 42,010 | 7,986,251 | 8,028,261 | |||||
Warrant exercises (in shares) | 42,009,858 | |||||||
Net income (loss) | (12,553,325) | (12,553,325) | ||||||
Foreign currency translation | 66,545 | 66,545 | ||||||
Ending Balance at Nov. 30, 2020 | $ 15,000 | 58,581,000 | (50,215,000) | 28,000 | 8,409,000 | |||
Ending Balance (Shares) at Nov. 30, 2020 | 1,391 | 14,852,023 | ||||||
Beginning Balance at Feb. 29, 2020 | $ 10,000 | 20,000 | 37,264,000 | (39,947,000) | (75,000) | (2,728,000) | ||
Beginning Balance (Shares) at Feb. 29, 2020 | 10,481,365 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock - Roboro acquisition | 556,000 | 556,000 | ||||||
Issuance of common stock - Roboro acquisition (in shares) | 138,889 | |||||||
Shares to be issued | 43,000 | 43,000 | ||||||
Issuance of Series A preferred stock upon conversion of the convertible notes | 11,562,000 | 11,562,000 | ||||||
Issuance of Series A preferred stock upon conversion of the convertible notes (in shares) | 1,391 | |||||||
Stock-based compensation | 11,000 | 11,000 | ||||||
Warrant exercises | $ 2,000 | 4,020,000 | 4,022,000 | |||||
Warrant exercises (in shares) | 2,009,703 | |||||||
Issuance of warrants upon conversion of the convertible notes | 240,000 | 240,000 | ||||||
Net income (loss) | (8,061,000) | (8,061,000) | ||||||
Foreign currency translation | 133,000 | 132,000 | ||||||
Ending Balance at May. 31, 2020 | $ 12,000 | $ 63,000 | 53,653,000 | (48,008,000) | 58,000 | 5,778,000 | ||
Ending Balance (Shares) at May. 31, 2020 | 1,391 | 12,629,957 | ||||||
Beginning Balance at Nov. 30, 2020 | $ 15,000 | 58,581,000 | (50,215,000) | 28,000 | 8,409,000 | |||
Beginning Balance (Shares) at Nov. 30, 2020 | 1,391 | 14,852,023 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock pursuant to exercise of stock options | 35,000 | $ 35,000 | ||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 22,667 | 22,667 | ||||||
Stock-based compensation | 1,546,000 | $ 1,546,000 | ||||||
Warrant exercises | 1,217,000 | 1,217,000 | ||||||
Warrant exercises (in shares) | 486,684 | |||||||
Dividends declared on preferred shares | (1,043,000) | (1,043,000) | ||||||
Conversion of preferred shares and accrued dividends on preferred shares | $ 5,000 | 1,038,000 | 1,043,000 | |||||
Conversion of preferred shares and accrued dividends on preferred shares (in shares) | (1,391) | 5,332,147 | ||||||
Net income (loss) | 1,765,000 | 1,765,000 | ||||||
Foreign currency translation | 178,000 | 178,000 | ||||||
Ending Balance at May. 31, 2021 | $ 20,000 | 61,374,000 | (48,450,000) | 206,000 | 13,150,000 | |||
Ending Balance (Shares) at May. 31, 2021 | 20,693,521 | |||||||
Beginning Balance at Feb. 28, 2021 | $ 15,000 | 59,430,000 | (50,487,000) | 86,000 | 9,044,000 | |||
Beginning Balance (Shares) at Feb. 28, 2021 | 1,391 | 14,920,109 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock pursuant to exercise of stock options | 13,000 | 13,000 | ||||||
Issuance of common stock pursuant to exercise of stock options (in shares) | 8,000 | |||||||
Stock-based compensation | 853,000 | 853,000 | ||||||
Warrant exercises | 1,083,000 | 1,083,000 | ||||||
Warrant exercises (in shares) | 433,265 | |||||||
Dividends declared on preferred shares | (1,043,000) | (1,043,000) | ||||||
Conversion of preferred shares and accrued dividends on preferred shares | $ 5,000 | 1,038,000 | 1,043,000 | |||||
Conversion of preferred shares and accrued dividends on preferred shares (in shares) | (1,391) | 5,332,147 | ||||||
Net income (loss) | 2,037,000 | 2,037,000 | ||||||
Foreign currency translation | 120,000 | 120,000 | ||||||
Ending Balance at May. 31, 2021 | $ 20,000 | $ 61,374,000 | $ (48,450,000) | $ 206,000 | $ 13,150,000 | |||
Ending Balance (Shares) at May. 31, 2021 | 20,693,521 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Nature Of Operations | ||
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS The Company was incorporated under the laws of the state of Delaware on March 1, 2005. On February 3, 2014, the Company incorporated a wholly-owned subsidiary in Canada, Security Devices International Canada Corp. (“SDI Canada”). SDI Canada was dissolved on December 19, 2019. On March 1, 2018, the Company acquired all the shares of a company in South Africa, Byrna South Africa (Pty) Ltd. (“Byrna South Africa”). On May 5, 2020, the Company acquired all the outstanding shares of Roboro Industries (“Roboro”), at that time, its exclusive manufacturer in South Africa. See Note 6, “Acquisitions: Business Combination.” On May 12, 2021, the Company acquired certain assets of the Mission Less Lethal brand from Kore Outdoor (U.S.), Inc. See Note 6, “Acquisitions: Asset Acquisition.” Byrna Technologies Inc. (the “Company” or “Byrna”) is a non-lethal defense technology company, specializing in next generation solutions for security situations that do not require the use of lethal force. The Company’s primary product is its .68 caliber handheld personal security device called the Byrna® HD and Byrna® HD magazines and projectiles. The Company manufactured its Byrna HD launchers and magazines at Roboro until May 2020 when Roboro became a subsidiary and its operations were assumed by Byrna South Africa. On October 6, 2020, the Company opened a second manufacturing facility in Fort Wayne, Indiana. The Company has implemented manufacturing partnerships in the United States and South Africa, to assist in the deployment of its patented family of 40mm ammunition and its .68 caliber ammunition. The Company’s 40mm products are its Blunt Impact Projectile 40mm (“BIP®”) line of products. | 1. NATURE OF OPERATIONS Byrna Technologies Inc. (the “Company” or “Byrna”) is a less-lethal defense technology company, specializing in next generation solutions for security situations that do not require the use of lethal force. The Company’s primary product is its .68 caliber handheld personal security device called the Byrna® HD and Byrna® HD magazines and projectiles. The Company manufactures its Byrna HD launchers and magazines at its South African subsidiary, Roboro Industries (“Roboro”), and beginning on October 6, 2020, at its manufacturing facility in Fort Wayne, Indiana. The Company has implemented manufacturing partnerships in the United States and South Africa, to assist in the deployment of its patented and patent pending family of 40mm ammunition and its .68 caliber ammunition. The Company’s 40mm products are its SDI® branded Blunt Impact Projectile 40mm (“BIP®”) line of products. The Company was incorporated under the laws of the state of Delaware on March 1, 2005. On February 3, 2014, the Company incorporated a wholly-owned subsidiary in Canada, Security Devices International Canada Corp. (“SDI Canada”). SDI Canada was dissolved on December 19, 2019. On March 1, 2018, the Company acquired all the shares of a company in South Africa, Byrna South Africa (Pty) Ltd. (“Byrna South Africa”). On May 5, 2020, the Company acquired all the outstanding shares of Roboro, its exclusive manufacturer in South Africa. See Note 5, “Business Combination.” |
OPERATIONS AND MANAGEMENT PLANS
OPERATIONS AND MANAGEMENT PLANS | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Operations and Management Plans [Abstract] | ||
OPERATIONS AND MANAGEMENT PLANS | 2. OPERATIONS AND MANAGEMENT PLANS From inception to May 31, 2021, the Company had incurred a cumulative loss of $48.5 million. The Company has funded operations through the issuance of common stock, warrants, and convertible notes payable. The Company generated $22.3 million in revenue and income from operations of $1.6 million for the six months ended May 31, 2021. The Company’s future success is dependent upon its ability to continue to generate adequate revenue or raise sufficient capital, to cover its ongoing operating expenses, and also to continue to develop and be able to profitably market its products. The rapid growth of revenues and development of the production capacity to support them have substantially improved the Company’s operations and financial condition. Sales increased by $21.0 million for the six months ended May 31, 2021, as compared to the previous period ended May 31, 2020, cash increased by $1.2 million and restricted cash has decreased by $5.5 million as of May 31, 2021 as compared to November 30, 2020. The decrease in restricted cash was due to successful efforts to reduce the sales order backlog. Since the order backlog has been eliminated, cash generation through sales will be limited to the rate of incoming sales orders. Though growth in the rate of new sales orders is expected to continue, cash flow from operations is expected to be flat for the next several months. During this period, some loan financing may be needed to sustain adequate levels of liquidity. On January 19, 2021, the Company entered into a $5.0 million revolving line of credit, secured by the Company’s accounts receivable and inventory, and a $1.5 million line of credit, secured by the Company’s equipment. See Note 16, “Lines of Credit” for additional information. Management projects that all cash needs will be met beyond one year from the time these financial statements are issued. | 2. OPERATIONS AND MANAGEMENT PLANS From inception to November 30, 2020, the Company had incurred a cumulative loss of $50.2 million. The Company had funded operations through the issuance of common stock, warrants, and convertible notes payable. The Company generated $16.6 million in revenue for the year ended November 30, 2020 but continues to incur a loss from operations. It still is expected to incur significant losses before the Company’s revenues sustains its operations. In addition, for the year ended November 30, 2020 the Company generated cash flows from operations of $2.5 million. The Company’s future success was dependent upon its ability to raise sufficient capital or generate adequate revenue, to cover its ongoing operating expenses, and also to continue to develop and be able to profitably market its products. The rapid growth of revenues and development of the production capacity to support them have substantially improved the Company’s operations and financial condition during the year ended November 30, 2020. Sales increased by $15.6 million in fiscal 2020 as compared to fiscal 2019, and cash and restricted cash has increased by approximately $8.5 million. On January 19, 2021, the Company entered into a $5,000,000 revolving line of credit, secured by the Company’s accounts receivable and inventory and another $1,500,000 line of credit, secured by the Company’s equipment, with a bank. See Note 24, “Subsequent Events” for additional information. Management projects that all cash needs will be met beyond one year from the time these financial statements are issued. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BASIS OF PRESENTATION | 3. BASIS OF PRESENTATION The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”); however, such information reflects all adjustments consisting solely of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. Certain prior year amounts have been reclassified to conform with the presentation of amounts for the three and six months ended May 31, 2021. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in Byrna Technologies Inc.’s (“Byrna” or the “Company”) annual report on Form 10-K for the year ended November 30, 2020. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements, the results of its operations for the three and six months ended May 31, 2021 and 2020, and its cash flows for the six months ended May 31, 2021 and 2020 are not necessarily indicative of results to be expected for the full year. | 3. BASIS OF PRESENTATION These consolidated financial statements for the years ended November 30, 2020 and 2019 include the accounts of the Company and its subsidiaries SDI Canada through the date of its dissolution, Byrna South Africa, and Roboro since the date of its acquisition. These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform with the presentation of amounts for the year ended November 30, 2020. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such differences may be material to our consolidated financial statements. Significant estimates include assumptions about collection of accounts receivable and the reserve for doubtful accounts, stock-based compensation expense, fair value of equity instruments, valuation for deferred tax assets, incremental borrowing rate on leases, valuation and carrying value of goodwill and other identifiable intangible assets, estimates for warranty costs, and useful life of fixed assets. b) Business Combinations Business combinations are accounted for at fair value. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values at the acquisition dates. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from the utilization of trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Goodwill is not amortized but is reviewed for impairment annually or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has the option to perform a qualitative assessment over goodwill when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit. If the Company concludes, based on the qualitative assessment, that a reporting unit would more likely than not exceed its fair value, a quantitative assessment is performed which is based upon a comparison of the reporting unit’s fair value to its carrying value. The fair values used in this evaluation are estimated based upon future discounted cash flow projections for the reporting unit. An impairment charge is recognized for any amount by which the carrying amount of goodwill exceeds its fair value. The Company performs its review for impairment during the third quarter of each year. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. At August 31, 2020, the Company determined that there was no impairment of goodwill. c) Restricted Cash The Company’s restricted cash – current was $6,388,561 and $0 at November 30, 2020 and 2019, respectively. This amount is due to holds placed on its use by the Company’s merchant services vendor pending fulfillment of backorders prepaid by credit cards or PayPal. The Company’s long-term restricted cash of $92,000 at November 30, 2020 and 2019, respectively, consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its November 2019 lease agreement. d) Allowance for Doubtful Accounts Receivable The Company provides an allowance for its accounts receivable for estimated losses that may result from its customers’ inability to pay. The Company determines the amount of the allowance by analyzing known uncollectible accounts, aged receivables, economic conditions, historical losses, and changes in customer payment cycles and its customers’ creditworthiness. Amounts later determined and specifically identified to be uncollectible are charged or written off against this allowance. To minimize the likelihood of uncollectibility, the Company reviews its customers’ creditworthiness periodically. Material differences may result in the amount and timing of expense for any period if the Company were to make different judgments or utilize different estimates. The allowance for doubtful accounts at November 30, 2020 and 2019 was $12,191 and $0, respectively. e) Inventories Inventories are principally comprised of raw materials and finished goods, and are valued at the lower of cost or net realizable value with cost being determined on the first-in, first-out basis. The Company reviews inventories for obsolete items to determine adjustments that it estimates will be needed to record inventory at lower of cost or net realizable value. Inventory costs include labor, overhead, subcontracted manufacturing costs and inbound freight costs. f) Property and Equipment Property and equipment are recorded at cost, and reflected net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, primarily three to seven years for computer hardware and software, furniture and fixtures, and machinery and equipment. Leasehold improvements are amortized over the lesser of the useful lives of three to seven years or lease terms. Expenditures for major renewals and betterments to property and equipment are capitalized, while expenditures for maintenance and repairs are charged as an expense as incurred. Upon retirement or disposition, the applicable property amounts are deducted from the accounts and any gain or loss is recorded in the Consolidated Statements of Operations and Comprehensive Loss. Useful lives are determined based upon an estimate of either physical or economic obsolescence or both. g) Patent Rights The perpetual, irrevocable, exclusive and non-exclusive license to use technology with respect to the cost of patent rights is capitalized and amortized over the estimated useful life, currently estimated to be 15 years. h) Impairment of Long-Lived Assets Long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset group over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. There were no impairments of long-lived assets during the years ended November 30, 2020 and 2019, respectively. i) Convertible Notes Payable When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments the Company accounts for convertible debt instruments in accordance with ASC 470-20, Debt with Conversion and Other Options j) Fair Value of Financial Instruments The Company determines fair value based on its accounting policy for fair value measurement (i.e. exit price that would be recovered for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date). See note 4 (t). The Company has not used derivative financial instruments such as forwards to hedge foreign currency exposures. Convertible debt issued is initially recognized at fair value. Derivative liabilities are measured at fair value at each reporting period and convertible debt is subsequently measured at amortized cost. k) Revenue Recognition Product Sales The Company generates revenue through the wholesale distribution of its products and accessories to dealers/distributors, large end-users such as security companies and law enforcement agencies, and through an e-commerce portal to consumers. Revenue is recognized upon transfer of control of goods to the customer, which generally occurs when title to goods is passed and risk of loss transfers to the customer. Depending on the contract terms, transfer of control is upon shipment of goods to or upon the customer’s pick-up of the goods. Payment terms to customers other than e-commerce customers are generally 30-60 days for established customers, whereas new wholesale and large end-user customers have prepaid terms for their first order. The amount of revenue recognized is net of returns and discounts that the Company offers to its customers. Products purchased include a standard warranty that cannot be purchased separately. This allows customers to return defective products for repair or replacement within one year of sale. The Company also sells an extended warranty for the same terms over three years. The extended 3-year warranty can be purchased separately from the product and therefore, must be classified as a service warranty. Since a warranty for the first year after sale is included and non-separable from all launcher purchases, the Company considers this extended warranty to represent a service obligation during the second and third years after sale. Therefore, the Company accumulates billings of these transactions on the balance sheet as deferred revenue, to be recognized on a straight-line basis during the second and third year after sale. The Company recognizes an estimated reserve based on its analysis of historical experience, and an evaluation of current market conditions. The Company’s returns under warranties have been immaterial. In February 2021, the Company identified certain Byrna® HD launchers that may contain a wire that is not to specification and is offering customers a free factory service update for their launchers. The company accrued a $195,000 reserve for the possible costs related to updating affected launchers. The Company also has a 60-day money back guarantee, which allows for a full refund of the purchase price, excluding shipping charges, within 60 days from the date of delivery. The right of return creates a variable component to the transaction price and needs to be considered for any possible constraints. The Company estimates returns using the expected value method, as there will likely be a range of potential return amounts. The Company’s returns under the 60-day money back guarantee have been immaterial. The Company excludes from revenue taxes collected from customers and remitted to government authorities related to sales of the Company’s products. Shipping and handling costs that occur after control of goods has been transferred to the customer and that are not billed to the customer are accounted for as fulfillment costs and are included in cost of goods sold in the accompanying Consolidated Statements of Operations and Comprehensive Loss. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Shipping and handling costs associated with the distribution of finished products to customers, are recorded in cost of goods sold in the accompanying Consolidated Statements of Operations and Comprehensive Loss and are recognized when the product is shipped to the customer. Shipping and handling costs included in cost of goods sold were $1,375,827 and $21,487 during the years ended November 30, 2020 and 2019, respectively. Costs to obtain a contract consist of commissions paid to employees and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Commissions were $565,393 and $0 for the years ended November 30, 2020 and 2019, respectively. Included as cost of goods sold are costs associated with the production and procurement of products, such as labor and overhead, inbound freight costs, manufacturing depreciation, purchasing and receiving costs, inspection costs and the shipping and handling costs. Contract Liabilities Deferred revenue primarily relates to unfulfilled e-commerce orders for the years ended November 30, 2020 and 2019. l) Advertising Advertising related costs are expensed as incurred and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Advertising expenses were $1,047,605 and $366,786 during the years ended November 30, 2020 and 2019, respectively. m) Research and Development Research and development (“R&D”) costs are expensed as incurred and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. R&D costs were $43,992 and $158,105 during the years ended November 30, 2020 and 2019, respectively. n) Incomes Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Deferred tax assets are recognized to the extent the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company records uncertain tax positions as liabilities and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of November 30, 2020 and 2019, the Company has not recorded any uncertain tax positions in our financial statements. If incurred, the Company recognizes interest and penalties related to income taxes on the income tax expense line in the accompanying Consolidated Statement of Operations and Comprehensive Loss. As of November 30, 2020 and 2019, no accrued interest or penalties related to income taxes are included in the consolidated balance sheets. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from November 30, 2017, to the present. The resolution of tax matters is not expected to have a material effect on the Company’s consolidated financial statements. On March 27, 2020, then President Trump signed into law the $2 trillion bipartisan CARES Act. The CARES Act includes a variety of economic and tax relief measures intended to stimulate the economy, including loans for small businesses, payroll tax credits/deferrals, and corporate income tax relief. Due to the Company’s history of net operating losses and full valuation allowance for deferred tax assets, the CARES Act did not have a significant effect to the income tax provision, as the corporate income tax relief was directed towards cash taxpayers. o) Loss Per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year and the conversion feature of convertible notes payable. p) Stock-Based Compensation The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at their grant date fair value. The Company’s stock-based payments include stock options, restricted stock units, and incentive warrants. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, on a straight-line basis. The measurement date for non-employee awards is generally the date the services were completed, resulting in financial reporting period adjustments to stock-based compensation during either the expected term or the contractual term. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation is classified in the accompanying Statements of Operations and Comprehensive Loss based on the function to which the related services are provided, which is included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Forfeitures are accounted for as they occur. The fair value of each stock option grant is estimated on the date of grant by using either the Black-Scholes, Binomial Lattice, or the quoted stock price on the date of grant, unless the awards are subject to market conditions in which case we use the Monte Carlo simulation model. Due to the Company’s limited history, the expected term of the Company’s stock options granted to employees has been determined utilizing the method as prescribed by the SEC’s Staff Accounting Bulletin, Topic 14. The expected term for stock options granted to non-employees is equal to the contractual term of the options. The risk-free interest rate is determined by reference to the US Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. q) Foreign Currency Transactions Foreign currency transactions are transactions denominated in a currency other than a subsidiary’s functional currency. A change in the exchange rates between a subsidiary’s functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is recorded as other income (expense), in the accompanying Consolidated Statements of Operations and Comprehensive Loss. r) Foreign Currency Translation The Company maintains its books and records in U.S. Dollars, which is its functional and reporting currency. Assets and liabilities of the Company’s international subsidiaries in which the local currency is the functional currency are translated into U.S. Dollars at period-end exchange rates. Income and expenses are translated into U.S. Dollars at the average exchange rates during the period. The resulting translation adjustments are included in the Company’s Consolidated Balance Sheets as a component of accumulated other comprehensive income (loss). s) Other Comprehensive Income (Loss) Other comprehensive income (loss) consists of foreign currency translation adjustments. t) Fair Value Measurement The Company follows a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: ● Level 1- Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. ● Level 2- Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. ● Level 3-Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. u) Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASC 606"). Subsequently, the FASB issued several updates to ASC 606. ASC 606 also includes new guidance on costs related to a contract, which is codified in ASC Subtopic 340-40. In applying ASC 606, revenue is recognized when control of promised goods or services transfers to a customer and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The major provisions of the new standard include: the determination of enforceable rights and obligations between parties; the identification of performance obligations including those related to material right obligations; the allocation of consideration based upon relative standalone selling price; accounting for variable consideration; the determination of whether performance obligations are satisfied over time or at a point in time; and enhanced disclosure requirements. The Company adopted ASC 606 during the first quarter of 2019 by applying the modified retrospective method to all contracts which resulted in (a) no impact to the financial statements and (b) additional financial statement disclosures. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting, In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic: 260), Distinguishing Liabilities from Equity (Topic: 480), Derivatives and Hedges (Topic 815) In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation Accounting Pronouncements Issued but Not Adopted In 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) In 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
USE OF ESTIMATES
USE OF ESTIMATES | 6 Months Ended |
May 31, 2021 | |
Use of Estimates [Abstract] | |
USE OF ESTIMATES | 4. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such differences may be material to our Condensed Consolidated Financial Statements. Significant estimates include assumptions about collection of accounts receivable and the reserve for doubtful accounts, stock-based compensation expense, fair value of equity instruments, valuation for deferred tax assets, incremental borrowing rate on leases, valuation and carrying value of goodwill and other identifiable intangible assets, estimates for warranty costs, and useful life of fixed assets. |
RECENT ACCOUNTING GUIDANCE
RECENT ACCOUNTING GUIDANCE | 6 Months Ended |
May 31, 2021 | |
Recent Accounting Guidance [Abstract] | |
RECENT ACCOUNTING GUIDANCE | 5. RECENT ACCOUNTING GUIDANCE Recently Adopted Accounting Guidance In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) In June 2018, the FASB issue ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic: 260), Distinguishing Liabilities from Equity (Topic: 480), Derivatives and Hedges (Topic 815) Accounting Guidance Issued But Not Adopted In 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
ACQUISITIONS _ BUSINESS COMBINA
ACQUISITIONS / BUSINESS COMBINATION | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Business Combinations [Abstract] | ||
ACQUISITIONS / BUSINESS COMBINATION | 6. ACQUISITIONS Asset Acquisition On May 12, 2021, the Company entered into an asset purchase agreement to purchase certain assets used in the business of designing, developing, manufacturing, licensing, and selling of products and services for the Mission Less Lethal brand from Kore Outdoor (U.S.) Inc., (“Kore”) a wholly owned subsidiary of Kore Outdoor, Inc. The transaction was accounted for as an asset acquisition, with estimated $3.7 million total cost of which $0.2 million were acquisition-related expenses. The estimated total cost of the acquisition has been allocated as follows (in thousands): Assets Accounts receivable $ 465 Prepaid expenses 165 Inventory 82 Property and equipment 180 Intangible assets 2,810 Total acquired assets $ 3,702 The Company accounted for the transaction as an asset acquisition where the assets acquired were measured based on the amount of cash paid to Kore as well as transaction costs incurred as the fair value of the assets given was more readily determinable than the fair value of the assets received. The Company classified and designated identifiable assets acquired and assessed and determined the useful lives of the acquired intangible assets subject to amortization. The Company is still in the process of finalizing the working capital adjustments and tax impacts, and therefore, the allocation of the asset acquisition consideration is subject to change. Business Combination On May 5, 2020, the Company acquired 100% of the equity interests in Roboro, its exclusive manufacturer in South Africa, in order to reduce its dependence on third parties for production. As a result of this acquisition, operations were assumed by Byrna South Africa. The acquisition date fair value of the consideration was $0.6 million, including $0.5 million paid in cash. In addition, Roboro’s sellers purchased 138,889 shares of the Company’s common stock for $0.5 million at a contractual price of $3.60 per share. These shares, which were issued on May 27, 2020, are restricted and subject to a 15-month vesting schedule. The fair market value of the common stock of $0.6 million was based on the stock’s closing price of $4.00 on May 5, 2020. The difference between the fair market value plus approximately $0.002 million of transaction costs and the amount paid, was treated as an additional consideration for the acquisition. The estimated fair value of assets acquired and liabilities assumed on May 5, 2020 is as follows: Property and equipment $ 67 Goodwill 651 Right-of-use asset, net 54 Loan payable (123 ) Operating lease liability, current (35 ) Operating lease liability, noncurrent (19 ) Other net asset (liabilities) (38 ) Net Assets $ 557 | 5. BUSINESS COMBINATION On May 5, 2020, the Company acquired 100% of the equity interests in Roboro, its exclusive manufacturer in South Africa, in order to reduce its dependence on third parties for production. As a result of this acquisition, the Company now directly operates its sole manufacturer in South Africa. The acquisition date fair value of the consideration was $557,566, including $500,000 paid in cash. In addition, Roboro’s sellers purchased 1,388,889 shares of the Company’s common stock for $500,000 at a contractual price of $0.36 per share. These shares, which were issued on May 27, 2020, are restricted and subject to a 15-month vesting schedule. The fair market value of the common stock of $555,556 was based on the stock’s closing price of $0.40 on May 5, 2020. The difference between the fair market value plus $2,010 of transaction costs and the amount paid, was treated as an additional consideration for the acquisition. The estimated fair value of assets acquired and liabilities assumed on May 5, 2020 is as follows: Property and equipment $ 67,017 Goodwill 650,787 Right-of-use asset, net 54,425 Loan payable (122,548 ) Operating lease liability, current (35,191 ) Operating lease liability, noncurrent (19,234 ) Other net assets (liabilities (37,690 ) Net Assets $ 557,566 The Company was required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values was recorded as goodwill. The goodwill recognized was attributable primarily to expected synergies and the assembled workforce of Roboro. The determination of the fair values of the acquired assets and assumed liabilities requires significant judgment. Management finalized its valuation analysis during the fourth quarter of 2020. |
REVERSE STOCK SPLIT
REVERSE STOCK SPLIT | 6 Months Ended |
May 31, 2021 | |
Reverse Stock Split [Abstract] | |
REVERSE STOCK SPLIT | 7. REVERSE STOCK SPLIT On April 27, 2021, the Company effected a 1-for-10 reverse stock split. All owners of record as of April 27, 2021 received one issued and outstanding share of the Company’s common stock in exchange for 10 outstanding shares of the Company’s common stock. No fractional shares were issued in connection with the reverse stock split. All fractional shares created by the one-for-ten exchange were rounded down to the next whole share, with cash paid in lieu of fractional shares. The reverse stock split had no impact on the par value per share of the Company’s common stock, which remains at $0.001. All share and per share information has been retroactively adjusted to reflect the impact of the Reverse Stock Split. |
RESTRICTED CASH
RESTRICTED CASH | 6 Months Ended |
May 31, 2021 | |
Restricted Cash [Abstract] | |
RESTRICTED CASH | 8. RESTRICTED CASH The Company’s restricted cash - current was $0.8 million and $6.4 million at May 31, 2021 and November 30, 2020, respectively. This amount is due to holds placed on its use by the Company’s merchant services vendor pending fulfillment of backorders prepaid by credit cards. The Company’s long-term restricted cash of $0.1 million at May 31, 2021 and November 30, 2020, consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its lease agreement. |
REVENUE, DEFERRED REVENUE AND A
REVENUE, DEFERRED REVENUE AND ACCOUNTS RECEIVABLE | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Revenue, Deferred Revenue And Accounts Receivable [Abstract] | ||
REVENUE, DEFERRED REVENUE AND ACCOUNTS RECEIVABLE | 9. REVENUE, DEFERRED REVENUE AND ACCOUNTS RECEIVABLE The Company generates revenue through the wholesale distribution of its products and accessories to dealers/distributors, large end-users such as security companies and law enforcement agencies, and through an e-commerce portal to consumers. Revenue is recognized upon transfer of control of goods to the customer, which generally occurs when title to goods is passed and risk of loss transfers to the customer. Depending on the contract terms, transfer of control is upon shipment of goods to or upon the customer’s pick-up of the goods. Payment terms to customers other than e-commerce customers are generally 30-60 days for established customers, whereas new wholesale and large end-user customers have prepaid terms for their first order. The amount of revenue recognized is net of returns and discounts that the Company offers to its customers. Products purchased include a standard warranty that cannot be purchased separately. This allows customers to return defective products for repair or replacement within one year of sale. The Company also sells an extended warranty for the same terms over three years. The extended 3-year warranty can be purchased separately from the product and therefore, must be classified as a service warranty. Since a warranty for the first year after sale is included and non-separable from all launcher purchases, the Company considers this extended warranty to represent a service obligation during the second and third years after sale. Therefore, the Company accumulates billings of these transactions on the balance sheet as deferred revenue, to be recognized on a straight-line basis during the second and third year after sale. The Company recognizes an estimated reserve based on its analysis of historical experience, and an evaluation of current market conditions. The Company’s returns under warranties have been immaterial. In February 2021, the Company identified certain Byrna® HD launchers that may contain a wire that is not to specification and offered customers a free factory service update for their launchers. The Company established a reserve of $0.2 million as an estimate of future related costs. As of May 31, 2021, approximately $0.06 million of these estimated costs have been incurred or resolved. The Company also has a 60-day money back guarantee, which allows for a full refund of the purchase price, excluding shipping charges, within 60 days from the date of delivery. The right of return creates a variable component to the transaction price and needs to be considered for any possible constraints. The Company estimates returns using the expected value method, as there will likely be a range of potential return amounts. The Company’s returns under the 60-day money back guarantee have been immaterial. Revenue excludes taxes collected from customers and remitted to government authorities related to sales of the Company’s products. Costs to obtain a contract consist of commissions paid to employees and are included in operating expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Commissions were $0 and $0.01 million for the three months ended May 31, 2021 and 2020, respectively. Commissions were $0.3 million and $0.01 million for the six months ended May 31, 2021 and 2020, respectively. Included as cost of goods sold are costs associated with the production and procurement of products, such as labor and overhead, inbound freight costs, manufacturing depreciation, purchasing and receiving costs, and inspection costs. The Company charges certain customers shipping and handling fees. Shipping and handling costs, which includes outbound freight associated with the distribution of finished products to customers, are recognized when the product is shipped to the customer and are included in Operating expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Shipping and handling costs were $0.6 million and approximately $0.003 million for the three months ended May 31, 2021 and 2020, respectively. Shipping and handling costs were $1.3 million and approximately $0.01 million for the six months ended May 31, 2021 and 2020, respectively. Allowance for Doubtful Accounts The Company provides an allowance for its accounts receivable for estimated losses that may result from its customers’ inability to pay. The Company determines the amount of the allowance by analyzing known uncollectible accounts, aged receivables, economic conditions, historical losses, and changes in customer payment cycles and its customers’ creditworthiness. Amounts later determined and specifically identified to be uncollectible are charged or written off against this allowance. A significant proportion of the Company’s sales are made via e-commerce. These orders are prepaid by credit card and involve no credit risk. To minimize the likelihood of uncollectible debt, the Company reviews its customers’ creditworthiness periodically. Material differences may result in the amount and timing of expense for any period if the Company were to make different judgments or utilize different estimates. The allowance for doubtful accounts was approximately $0.01 million for May 31, 2021 and November 30, 2020. Deferred Revenue Changes in deferred revenue, which relate to unfulfilled e-commerce orders and amounts to be recognized under extended 3-year service warranties, for the six months ended May 31, 2021 and the year ended November 30, 2020, are summarized below (in thousands). May 31, 2021 November 30, 2020 Deferred revenue balance, beginning of period $ 4,902 $ 11 Net additions to deferred revenue during the period 18,100 18,826 Reductions in deferred revenue for revenue recognized during the period (21,327 ) (13,935 ) Deferred revenue balance, end of period $ 1,675 $ 4,902 Revenue Disaggregation The following table presents disaggregation of the Company’s revenue by product type and distribution channel (in thousands): Three Months Ended Six Months Ended Product type 2021 2020 2021 2020 Byrna ® $ 13,356 $ 1,100 $ 22,249 $ 1,227 40mm 45 90 45 112 Total $ 13,401 $ 1,190 $ 22,294 $ 1,339 Three Months Ended Six Months Ended Distribution channel 2021 2020 2021 2020 Wholesale (dealer/distributors and large end-users) $ 2,107 $ 356 $ 3,776 $ 290 E-commerce 11,294 834 18,518 1,049 Total $ 13,401 $ 1,190 $ 22,294 $ 1,339 | 6. REVENUE, DEFERRED REVENUE AND ACCOUNTS RECEIVABLE Deferred Revenue Changes in deferred revenue, which relate to unfulfilled e-commerce orders and amounts to be recognized under extended 3-year service warranties, for the year ended November 30, 2020 and 2019 are summarized below. The associated performance obligations are expected to be satisfied during the year ended November 30, 2021. Deferred Revenue Deferred revenue balance, November 30, 2018 $ — Net additions to deferred revenue 10,842 Deferred revenue balance, November 30, 2019 10,842 Net additions to deferred revenue 18,825,995 Reductions in deferred revenue for revenue recognized during the fiscal year (13,934,750 ) Deferred revenue balance, November 30, 2020 $ 4,902,087 Accounts receivable at November 30, 2020 primarily relates to sales of the new Byrna ® Revenue Disaggregation The following table presents disaggregation of the Company’s revenue by product type and distribution channel: Years Ended Product type 2020 2019 Byrna® HD $ 16,322,482 $ 850,404 40mm 243,813 74,015 Total $ 16,566,295 $ 924,419 Years Ended Distribution channel 2020 2019 Wholesale (dealer/distributors and large end-users) $ 2,952,825 $ 602,838 E-commerce 13,613,470 321,581 Total $ 16,566,295 $ 924,419 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | 10. PROPERTY AND EQUIPMENT Property and equipment are recorded at cost and reflected net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, primarily three to seven years for computer equipment and software, furniture and fixtures, and machinery and equipment. Leasehold improvements are amortized over the lesser of the useful lives of three to seven years or lease terms. The following table summarizes cost and accumulated depreciation as of May 31, 2021 and November 30, 2020, respectively (in thousands). May 31, November 30, Computer equipment and software $ 259 $ 204 Furniture and fixtures 189 105 Leasehold improvements 229 144 Machinery and equipment 1,252 1,324 1,929 1,777 Less: accumulated depreciation 742 557 Total $ 1,187 $ 1,220 The Company recognized approximately $0.2 million and $0.01 million in depreciation expense during the six months ended May 31, 2021 and 2020, respectively. The Company recognized approximately $0.1 million and $0.01 million in depreciation expense during the three months ended May 31, 2021 and 2020, respectively. At May 31, 2021 and November 30, 2020, the Company had deposits of $0.7 million and $0.6 million, respectively, with vendors primarily for supply of machinery (molds) and equipment where the vendors have not completed the supply of these assets and is presented as Deposits for equipment in the Condensed Consolidated Balance Sheets. During the six months ended May 31, 2021, the Company transferred equipment with a net book value of $0.1 million to a lessee under a sales-type lease. See Note 21, “Leases” for additional information. | 9. PROPERTY AND EQUIPMENT The following table summarizes cost and accumulated depreciation as of November 30, 2020 and 2019, respectively. November 30, 2020 2019 Computer equipment and software $ 203,829 $ 116,348 Furniture and fixtures 105,371 20,998 Leasehold improvements 143,503 26,471 Molds 1,324,167 507,347 1,776,870 671,164 Less: accumulated depreciation 556,662 349,876 Total $ 1,220,208 $ 321,288 The Company recognized $177,181 and $46,844 in depreciation expense during the years ended November 30, 2020 and 2019, respectively. At November 31, 2020 and 2019, the Company deposited $619,144 and $196,921, respectively, with vendors primarily for supply of molds and equipment where the vendors have not completed supply of these assets. |
INVENTORY
INVENTORY | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | 11. INVENTORY The following table summarizes inventory as of May 31, 2021 and November 30, 2020, respectively (in thousands). May 31, November 30, Raw materials $ 3,999 $ 2,901 Work in process 159 302 Finished goods 2,449 1,614 Total $ 6,607 $ 4,817 Inventory at May 31, 2021 and November 30, 2020, primarily relates to the Byrna ® | 8. INVENTORY The following table summarizes inventory as of November 30, 2020 and 2019, respectively. November 30, November 30, Raw materials $ 2,900,550 $ 449,767 Work in process 302,239 32,098 Finished goods 1,613,826 477,883 Total $ 4,816,615 $ 959,748 Inventory at November 30, 2020 and 2019, primarily relates to the Byrna ® |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Prepaid expenses and other receivables [Abstract] | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12. PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table summarizes prepaid expenses and other current assets as of May 31, 2021 and November 30, 2020, (in thousands): May 31, November 30, VAT receivables $ 562 $ 572 Advance payment for inventory 232 677 Prepaid insurance 245 16 Other 243 126 Total $ 1,282 $ 1,391 | 7. PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table summarizes prepaid expenses and other current assets: November 30, 2020 2019 VAT receivables $ 572,086 $ 147,457 Advance payment for inventory 676,744 7,470 Prepaid legal fees — 55,862 Prepaid insurance 16,114 — Security deposit – MA lease — 92,000 Other 126,340 74,516 Total $ 1,391,284 $ 377,305 |
PATENT RIGHTS
PATENT RIGHTS | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
PATENT RIGHTS | 13. PATENT RIGHTS On May 12, 2021, the Company entered into an asset purchase agreement with Kore, pursuant to which the Company acquired the exclusive right to use the key patents and intellectual property underpinning the acquired suite of products. As consideration for the tangible and intangible assets included in the Kore Portfolio, the Company paid Kore $3.5 million, and incurred $0.2 in legal costs to transfer these patent rights. Of the $3.7 million consideration, $2.8 million was capitalized relating to the key patents and intellectual property acquired. No amortization has been recorded for the patent rights during the three or six months ended May 31, 2021 but will begin in June 2021. These patent rights have a maximum life of 20 years, expiring on various dates beginning from January 2037 to 2038, and will be amortized on a straight-line basis over a period of 15 years. On April 13, 2018, the Company entered into a purchase and sale agreement with Andre Buys (“Buys”), the Company’s Chief Technology Officer (“CTO”), pursuant to which the Company agreed to purchase the Buys Portfolio, provisional patent rights, and other intellectual property relating to air and/or gas fired long guns or pistols, including pump action launchers and munitions used with such pistols and long guns, including self-stabilizing shaped or “finned” rounds. As consideration for the Buys Portfolio, the Company paid Buys $0.1 million, and incurred $0.01 in legal costs to transfer these patent rights. This consideration of $0.1 million was capitalized and represents the minimum rights to a license arrangement as patent rights as the Agreement included an option for full acquisition of the rights, conditional upon certain future events taking place. The Company also agreed to pay Buys either $0.5 million in cash or $0.8 million worth of Company stock within two years at Buys’ discretion, if the Company elected to retain certain patents within the Buys Portfolio, which terms were changed by subsequent amendment. Pursuant to an amendment of the Agreement effective December 18, 2019, the Company made two additional payments to Buys totaling of $0.8 million, consisting of the Second Payment of $0.7 million through the issuance of 386,681 shares of common stock and Final Payment of $0.1 million in cash. The Final Payment was paid during the quarter ended May 31, 2020. Buys no longer retains any reversion rights or security interests in the Buys Portfolio. These patent rights have a maximum life of 20 years, expiring on various dates beginning from November 2033 to 2038, and are amortized on a straight-line basis over a period of 15 years. The Company amortized $0.03 million and $ 0.03 million of patent rights during six months ended May 31, 2021 and 2020. The Company recognized $0.01 million and $0.02 million in amortization expense during the three months ended May 31, 2021 and 2020, respectively. The Company did not recognize any impairment losses during the three and six months ended May 31, 2021 and 2020, respectively. | 10. PATENT RIGHTS On April 13, 2018, the Company entered into a purchase and sale agreement with Buys, its CTO, pursuant to which the Company purchased certain intellectual property relating to air and/or gas fired long guns or pistols, including pump action launchers and munitions used with such pistols and long guns, including self-stabilizing shaped or “finned” rounds. As consideration for the Buys Portfolio, the Company paid Buys $100,000, and incurred $10,000 in legal costs to transfer these patent rights. This consideration of $110,000 was capitalized and represents the minimum rights to a license arrangement as patent rights as the Agreement included an option for full acquisition of the rights, conditional upon certain future events taking place. The Company also agreed to pay Buys either $500,000 in cash or $750,000 worth of Company stock within two years at Buys’ discretion, if the Company elected to retain certain patents within the Buys Portfolio, which terms were changed by subsequent amendment. Pursuant to an amendment of the Agreement effective December 18, 2019, the Company made two additional payments to Buys totaling of $776,799, consisting of the Second Payment of $696,799 through the issuance of 3,866,810 shares of common stock and Final Payment of $80,000 in cash. The Final Payment was paid during the quarter ended May 31, 2020. Buys no longer retains any reversion rights or security interests in the Buys Portfolio. Pursuant to the amended agreement related to the Final Payment to Buys for the Buys Portfolio, the Company is committed to a minimum royalty payment of $25,000 per year. Royalties on CO2 pistols are to be paid for so long as patents remain effective beginning at 2 ½% of the agreed upon a net price of $167.60 (“Stipulated Net Price”) for the first year and reduced by .1% each year thereafter until it reaches 1%. For each substantially new product in this category, the rate will begin again at 2 ½%. Royalties on the fintail projectiles (and any improved versions thereof) will be paid so long as patents remain effective at a rate of 4% of the agreed upon Stipulated Net Price for fintail projectile products. The patent rights have a maximum life of 20 years, expiring on various dates beginning from November 2033 to 2038, and are amortized on a straight-line basis over a period of 15 years. The Company amortized $64,873 and $7,332 during the years ended November 30, 2020 and 2019, respectively. The below table summarizes amortization of the Company’s patents as of November 30, 2020 for the next five years and thereafter: Fiscal Year 2021 $ 64,874 2022 64,874 2023 64,874 2024 64,874 2025 64,874 Thereafter 486,558 Total $ 810,928 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 14. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The Company’s accounts payable and accrued liabilities consist of the following (in thousands): May 31, 2021 November 30, 2020 Trade payables $ 1,925 $ 3,475 Accrued sales and use tax 853 1,050 Payroll accrual 658 904 Accrued commissions 6 375 Accrued professional fees 227 217 Accrued royalties 122 180 Warranty 213 268 Income taxes payable 350 — Other accrued liabilities 217 160 Total $ 4,571 $ 6,629 | 11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following: November 30, 2020 2019 Trade payables $ 3,475,238 $ 600,878 Accrued sales and use tax 1,050,051 — Payroll accrual 903,576 — Commissions 375,123 — Accrued professional fees 216,660 — Warranty 268,453 — Other accrued liabilities 339,974 38,999 $ 6,629,075 $ 639,877 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Notes Payable [Abstract] | ||
NOTES PAYABLE | 15. NOTES PAYABLE The Company received $0.2 million of funding under the Paycheck Protection Program (“PPP”) on May 4, 2020. The PPP loan was disbursed by the Coronavirus Aid Relief and Economic Security (“CARES”) Act as administered by the U.S. Small Business Administration. The loan was made pursuant to a PPP Promissory Note and Agreement. Loans obtained through the PPP are eligible to be forgiven as long as the proceeds are used for qualifying purposes and certain other conditions are met. The receipt of these funds, and the forgiveness of the loan was dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its adherence to the forgiveness criteria. In June 2020, Congress passed the Payroll Protection Program Flexibility Act that made several significant changes to PPP loan provisions, including providing greater flexibility for loan forgiveness. On February 10, 2021, the Company received approval from the Small Business Administration (“SBA”) for $0.2 million of PPP loan forgiveness. This amount was recorded as Forgiveness of Paycheck Protection Program loan in the accompanying Condensed Consolidated Statements of Operations and Comprehensive (Income) Loss during the six months ended May 31, 2021. | 12. NOTES PAYABLE Paycheck Protection Program (“PPP”) Loan On May 4, 2020, the Company received loan proceeds of $190,300 under the PPP. The PPP, which was established as part of the CARES Act, provides for loans to qualifying businesses for amounts up to 2.5 times certain average monthly payroll expenses of the qualifying business. The loan and accrued interest, or a portion thereof, may be forgiven after 24 weeks so long as the borrower uses the loan proceeds for eligible purposes including payroll, benefits, rent, mortgage interest and utilities, and maintains its payroll levels, as defined by the PPP. At least 60% of the amount forgiven must be attributable to payroll costs, as defined by the PPP. The PPP loan matures in two years from the date of first disbursement of proceeds to the Company (the “PPP Loan Date”) and accrues interest at a fixed rate of 1%. Payments are deferred for at least the first six months and payable in 18 equal consecutive monthly installments of principal and interest commencing upon expiration of the deferral period of the PPP Loan Date. As of November 30, 2020, the current and long-term portion of the loan were $75,480 and $114,820, respectively. See Note 24, “Subsequent Events,” for additional information. Roboro Acquisition Note As part of the Roboro acquisition, the Company assumed a loan payable to a former director of Roboro which is payable within four months of the May 5, 2020 acquisition date and accrued interest at a rate of 7.00%. The loan had a fair value of $122,548 (2,261,564 South African rand) at the acquisition date. This note was repaid during the year ended November 30, 2020. Interest expense for year ended November 30, 2020 was approximately $600. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Nov. 30, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 13. CONVERTIBLE NOTES PAYABLE Convertible notes payable, net (current) aggregated $0 and $2,758,578 at November 30, 2020 and 2019, respectively. Convertible notes payable (noncurrent) aggregated $0 and $1,874,972 at November 30, 2020 and, 2019, respectively. Effective April 8, 2020, the Company exchanged an aggregate of approximately $6,950,000 of all its outstanding convertible notes, representing principal and accrued interest through April 7, 2020, for 1,391 shares Series A Preferred Stock at an original issue price of $5,000. Accretion of debt discounts incurred through conversion for the year ended November 30, 2020 totaled $0.8 million, and related interest expense for the same period totaled $0.2 million. As the debt was convertible to shares of common stock, whereas shares of Series A Preferred Stock were issued, the Company evaluated ASC 405-20, Extinguishments of Liabilities (i) the carrying value of the notes, net of unamortized discounts, of $5,430,082 plus accrued interest of $374,631; and (ii) the fair value of the consideration transferred (Series A Preferred Stock and warrants) of $11,831,370. See Note 14, “Stockholders Equity (Deficit),” for additional information. At the closing, in accordance with the Amendment and the Security Purchase Agreements pursuant to which the notes were issued, the Company also issued 1,498,418 warrants to the holders reflecting 4,000 warrants for each $1,000 of unpaid interest accrued on the Notes. See Note 14, “Stockholders’ Deficit,” for additional information. April/May 2019 Notes On April 22, 2019 and May 20, 2019, the Company entered into a securities purchase agreement with several accredited investors to sell a total of 2,080.265 units, for aggregate principal of $2,080,265, with each $1,000 unit consisting of (i) a $1,000 10% interest convertible promissory note (collectively the “April/May 2019 Notes”) due April 15, 2020, convertible into the Company’s common stock at a conversion price of $0.15 per share, and (ii) four thousand (4,000) warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before October 22, 2023. The April/May 2019 Notes are secured secondarily by all of the Company assets and accrue interest at 10% per annum, payable in cash at maturity. The principal amount, plus accrued interest, may be converted at the option of the holder at any time during the term to maturity into shares of common stock at a conversion price of $0.15 per share. The note embodies certain traditional default provisions that are linked to credit or interest risks, such as bankruptcy proceedings, liquidation events and corporate existence. The Company concluded that the April/May 2019 Notes meet the definition of conventional convertible debt and the embedded conversion option is not subject to bifurcation and classification in the financial statements in liabilities at fair value. In connection with the issuance of the April/May 2019 Notes, the Company issued the holders warrants to purchase the common stock. The warrants are exercisable until October 23, 2023 for 8,321,060 of shares at a purchase price of $0.25 per share. The Company concluded that the warrants are indexed to the stock and, accordingly, the analysis resulted in the conclusion that these warrants achieved equity classification in the financial statements. As a result of the repayment of the November 2016 Subordinate Secured Debentures on May 31, 2019, the April/May 2019 Notes entered senior security position. The Company accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued which resulted in a discount. The warrants were valued at $888,444 and the balance of the convertible debt for $1,191,821. The discount is being charged to interest and is being accreted over the term of the note using the effective interest method. The effective interest rate on the liability component, inclusive of the contractual rate and the accretion of the discount, was 72.35% during fiscal 2019. During the year ended November 30, 2019, the Company recorded $457,570 of interest from the accretion of the discount. In addition, the Company recorded interest expense of $123,726 for the year ended November 30, 2019. The Company was required to consider whether the hybrid contract embodied a beneficial conversion feature. The calculation of the effective conversion amount did not result in a beneficial conversion feature because the effective conversion price was equal to the Company’s stock price on the date of issuance. October 2018 Notes On October 22, 2018, the Company entered into a Securities Purchase Agreement with several accredited investors to sell 1,275.0 units, for aggregate principal of $1,275,000, with each $1,000 of unit consisting of (i) a $1,000 10% interest convertible promissory note (collectively the “October 2018 Notes”) due April 15, 2020, convertible into the Company’s common stock at a conversion price of $0.15 per share, and (ii) four thousand (4,000) warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before the five year anniversary of the issuance. These notes are secured secondarily by all of the Company assets and accrue interest at 10% per annum, payable in cash at maturity. As a result of the repayment of the November 2016 Subordinate Secured Debentures on May 31, 2019, these convertible notes entered senior security position. The principal amount, plus accrued interest, may be converted at the option of the holder at any time during the term to maturity into shares of common stock at a conversion price of $0.15 per share. The October 2018 Notes embodies certain traditional default provisions that are linked to credit or interest risks, such as bankruptcy proceedings, liquidation events and corporate existence. The Company concluded that the October 2018 Notes meet the definition of conventional convertible debt and the embedded conversion option is not subject to bifurcation and classification in the financial statements in liabilities at fair value. In connection with the issuance of the October 2018 Notes, the Company issued the holders warrants to purchase the common stock. The warrants are exercisable until October 23, 2023 for 5,100,000 of shares at a purchase price of $0.25 per share. The Company concluded that the warrants are indexed to the stock and, accordingly, the analysis resulted in the conclusion that these warrants achieved equity classification in the financial statements. The Company accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued which resulted in a discount. The warrants were valued at $524,089 and the balance of the convertible debt was $750,911. The discount is being charged to interest and is being accreted over the term of the note using the effective interest method. During the year ended November 30, 2019, the Company recorded $413,702 in accretion, which includes the $95,584 adjustment related to the correction of a 2018 error. The initial 2018 accounting for the October 2018 Notes concluded that, based on the Company’s initial interpretation of the debt agreement and therefore, the conversion feature in the agreement required classification and measurement as a derivative financial instrument. During 2019, the Company re-evaluated the terms of the agreement and determined that the underlying notes did not contain any embedded terms or features that require classification as derivatives and the calculation of the effective conversion amount did not result in a beneficial conversion feature. The Company evaluated the consolidated financial statement impact in each of the previously filed annual and quarterly reporting periods and concluded that the correction is quantitatively and qualitatively immaterial to its previously filed consolidated financial statements. Since the derivative liability at November 30, 2018 should have been $0, the $95,584 impact related to the year ended November 30, 2018 Statement of Operations and Comprehensive Loss is reflected in the line, “Accretion of debt discounts” in the Consolidated Statement of Operations and Comprehensive Loss for the year ended November 30, 2019. In recording the adjustment to accretion of debt discounts, the $426,019 gain reported in the line “Changes in fair value of derivative liabilities” in the Consolidated Statement of Operations and Comprehensive Loss for the year ended November 30, 2019, represents changes to derivative liability associated with the December 7, 2016 CAD$1,363,000 Series B secured convertible debentures. In addition, the Company recorded interest expense of $124,356 for the year ended November 30, 2019. The effective interest rate on the liability component, inclusive of the contractual rate and the accretion of the discount, was 50.54% during fiscal 2019. The Company was required to consider whether the hybrid contract embodied a beneficial conversion feature. The calculation of the effective conversion amount did not result in a beneficial conversion feature because the effective conversion price was equal to the Company’s stock price on the date of issuance. Subordinated Secured Debentures The CAD $1,363,000 ($1,015,026) of Series B Secured Convertible Debentures (“Subordinate Secured Debentures”) were issued pursuant to a Trust Indenture agreement dated December 7, 2016 (the “Indenture”) in exchange for the Unsecured Debentures in equal principal amount and an additional CAD $36,000 ($26,640) of Series B Secured Convertible Debentures were issued pursuant to the Indenture in payment of accrued interest. These debentures matured on June 6, 2019 and accrued interest at 12% per annum, payable semi-annually. The debentures were secured by all of the Company’s assets. The principal amount, plus accrued interest, could have been converted at the option of the holder at any time during the term to maturity into shares of the Company’s common stock at a conversion price of $0.24 (CAD $0.31) per share, subject to anti-dilution protection with a minimum conversion price of $0.135 and for capital reorganization events. The debentures also embodied certain traditional default provisions that were linked to credit or interest risks, such as bankruptcy proceedings, liquidation events and corporate existence. The Company concluded that the embedded conversion option was not indexed to its stock. The embedded conversion option was subject to classification in the financial statements in liabilities at fair value both at inception and subsequently. The Company evaluated the terms and conditions of the debentures and determined that the conversion feature required classification and measurement as derivative financial instruments. Accordingly, the evaluation resulted in the conclusion that this derivative financial instrument required bifurcation and liability classification, at fair value. Current standards contemplate that the classification of financial instruments required evaluation at each report date. The following table reflects the allocation of the purchase on December 7, 2016: Subordinate Secured Debentures Face Value (CAD $1,399,000) $ 1,041,835 Proceeds 1,041,835 Compound embedded derivative (285,612 ) Carrying value $ 756,223 Effective May 31, 2019, the Company repaid these debentures for CAD $1,399,000 ($1,035,930) plus accrued interest. Discounts (premiums) on the Subordinate Secured Debentures arise from (i) the allocation of basis to other instruments issued in the transaction, (ii) fees paid directly to the creditor and (iii) initial recognition at fair value, which is lower than face value. Discounts (premiums) are amortized through charges (credits) to interest expense over the term of the debt agreement. Amortization of debt discounts (premiums) amounted to CAD $98,924 ($73,201) during the year ended November 30, 2019. During the year ended November 30, 2019, the Company recorded interest expense of $67,007. September 2019 Notes On September 16, 2019, the Company entered into a securities purchase agreement with two investors to sell a total of 818.0 of units, for aggregate principal of $818,000, with each $1,000 of unit consisting of (i) a $1,000 10% interest convertible promissory note (collectively the “September 2019 Notes”) due June 30, 2021, convertible into the Company’s common stock at a conversion price of $0.15 per share, and (ii) four thousand (4,000) warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before January 22, 2024. The September 2019 Notes are secured pari passu with the October 2018, April/May 2019 and July 2019 Notes, by all of the Company’s assets and accrue interest at 10% per annum, payable in cash at maturity. However, the principal amount, plus accrued interest, may be converted at the option of the holder at any time during the term to maturity into shares of common stock at a conversion price of $0.15 per share. The note embodies certain traditional default provisions that are linked to credit or interest risks, such as bankruptcy proceedings, liquidation events and corporate existence. The Company concluded that the September 2019 Notes meet the definition of conventional convertible debt and the embedded conversion option is not subject to bifurcation and classification in the financial statements in liabilities at fair value. In connection with the issuance of the September 2019 Notes, the Company issued the holders warrants to purchase the Company’s common stock. The warrants are exercisable until January 22, 2024 for 3,272,000 shares at a purchase price of $0.25 per share. The Company concluded that the warrants are indexed to the stock and, accordingly, the analysis resulted in the conclusion that these warrants achieved equity classification in the financial statements. The Company accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued which resulted in a discount. The warrants were valued at $363,846 and the balance of the convertible debt was $454,154. The discount is being charged to interest and is being accreted over the term of the note using the effective interest method. The effective interest rate on the liability component, inclusive of the contractual rate and the accretion of the discount, was 47.40% during fiscal 2019. During the year ended November 30, 2019, the Company recorded $37,943 in interest from the accretion of the discount. In addition, the Company recorded interest expense of $16,808 for the year ended November 30, 2019. The Company was required to consider whether the hybrid contract embodied a beneficial conversion feature. The calculation of the effective conversion amount did not result in a beneficial conversion feature because the effective conversion price was equal to the Company’s stock price on the date of issuance. July 2019 Notes On July 22, 2019, the Company entered into a securities purchase agreement with several investors to sell a total of 2,282.5 units, for aggregate principal of $2,282,500, with each $1,000 of unit consisting of (i) a $1,000 10% interest convertible promissory note (collectively the “July 2019 Notes”) due June 30, 2021, convertible into the Company’s common stock at a conversion price of $0.15 per share, and (ii) four thousand (4,000) warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before January 22, 2024. The July 2019 Notes are secured pari passu with the October 2018 and April/May 2019 Notes, by all of the Company’s assets and accrue interest at 10% per annum, payable in cash at maturity. However, the principal amount, plus accrued interest, may be converted at the option of the holder at any time during the term to maturity into shares of common stock at a conversion price of $0.15 per share. The note embodies certain traditional default provisions that are linked to credit or interest risks, such as bankruptcy proceedings, liquidation events and corporate existence. The Company concluded that the July 2019 Notes meet the definition of conventional convertible debt and the embedded conversion option is not subject to bifurcation and classification in the financial statements in liabilities at fair value. In connection with the issuance of the July 2019 Notes, the Company issued the holders warrants to purchase the Company’s common stock. The warrants are exercisable until January 22, 2024 for 9,130,000 shares at a purchase price of $0.25 per share. The Company concluded that the warrants are indexed to the stock and, accordingly, the analysis resulted in the conclusion that these warrants achieved equity classification in the financial statements. The Company accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued which resulted in a discount. The warrants were valued at $1,038,081 and the balance of the convertible debt was $1,244,419. The discount is being charged to interest and is being accreted over the term of the note using the effective interest method. The effective interest rate on the liability component, inclusive of the contractual rate and the accretion of the discount, was 45.79% during fiscal 2019. During the year ended November 30, 2019, the Company recorded $138,456 in interest from the accretion of the discount. In addition, the Company recorded interest expense of $81,920 for the year ended November 30, 2019. The Company was required to consider whether the hybrid contract embodied a BCF. The calculation of the effective conversion amount did not result in a beneficial conversion feature because the effective conversion price was equal to the Company’s stock price on the date of issuance. The Company was in compliance with all applicable financial and non-financial covenants under its financing arrangements as of November 30, 2019. |
LINES OF CREDIT
LINES OF CREDIT | 6 Months Ended |
May 31, 2021 | |
Notes Payable [Abstract] | |
LINES OF CREDIT | 16. LINES OF CREDIT On January 19, 2021, the Company entered into a $5.0 million revolving line of credit with a bank. The revolving line of credit bears interest at a rate equal to the Wall Street Journal Prime Rate plus 0.50%, subject to a floor of 4.00%. The revolving line of credit is secured by the Company’s accounts receivable and inventory. The line of credit is subject to an unused fee of 0.25% paid once annually. The line of credit expires on January 19, 2024. The outstanding balance on the revolving line of credit is $1.5 million as of May 31, 2021. On January 19, 2021, the Company entered into a $1.5 million equipment financing line of credit with a bank. The line of credit bears interest at a rate equal to the Wall Street Journal Prime Rate plus 0.50%, subject to a floor of 4.00%. The line of credit is secured by the Company’s equipment. The line of credit is subject to an unused fee of 0.25% paid once annually. The line of credit expires on January 19, 2024. As of May 31, 2021, the Company had not drawn on the equipment financing line of credit. Debt issuance costs related to the lines of credit were approximately $0.1 million. Debt issuance costs are being amortized over the term of the debt and are presented as part of Other Assets in the Condensed Consolidated Balance Sheets. Amortization of approximately $0.01 million for the three months ended May 31, 2021 is included in Interest expense in the Condensed Consolidated Statements of Operations and Comprehensive (Income) Loss. Amortization of approximately $0.01 million for the six months ended May 31, 2021 is included in Other financing costs in the Condensed Consolidated Statements of Operations and Comprehensive (Income) Loss. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | 17. STOCKHOLDERS’ EQUITY Series A Preferred Stock Effective April 8, 2020, the Company exchanged an aggregate of approximately $7.0 million of all its then-outstanding notes, representing principal and accrued interest through April 7, 2020, for 1,391 shares Series A Preferred Stock. The shares of Series A Preferred Stock were recorded at fair value of $11.6 million (before reduction of $0.029 million related to issue costs) based on a per share fair value of $0.008 million. The per share fair value was determined using the number of common stock shares in a conversion (3,333 = $0.005 million original issue price divided by $1.50 conversion price) multiplied by the $2.50 market price of a share of common stock. Each share of Series A Preferred Stock had a $0.005 million issue price. Dividends accrued on the issue price at a rate of 10.0% per annum and were payable to holders of Series A Preferred Stock as if declared by the Board. As the Company did not pay the dividends in cash, the unpaid accrued dividends was settled upon conversion to shares of common stock, the Company recorded dividends distributable at the contractual dividend rate. The dividends were cumulative and accrued starting from the April 8, 2020 issuance date. Each share of Series A Preferred Stock was convertible into the number of shares of common stock equal to the issue price divided by the conversion price of $1.50. Upon conversion of the Series A Preferred Stock, all accrued and unpaid dividends were converted to common stock utilizing the same conversion formula. The conversion price was subject to proportional adjustment for certain transactions relating to the Company’s common stock, including stock splits, stock dividends and similar transactions. Holders of Series A Preferred Stock were entitled to a liquidation preference in the event of any liquidation, dissolution or winding up of the Company. On April 9, 2021, the Board of Directors declared a cash dividend in the amount of $750 per share of Series A Convertible Preferred Stock, par value $0.001 per share, outstanding at the close of business on April 12, 2021 (the record date), in the aggregate amount of $1.0 million. In connection therewith, the Company and each holder of Series A Convertible Preferred Stock agreed that effective April 15, 2021, the Series A Convertible Preferred Stock, plus accrued unpaid dividends thereon be converted to 4,636,649 shares of common stock, with an additional 695,498 shares of common stock issued in exchange for all accrued and unpaid dividends. Warrants During the six months ended May 31, 2021, the Company raised $1.2 million through warrant exercises, where 486,684 warrants were exercised at a contractual price of $2.50 per warrant for 486,684 shares of common stock. During the three months ended May 31, 2021, the Company raised $1.0 million through warrant exercises, where 433,265 warrants were exercised at a contractual price of $2.50 per warrant for 433,265 shares of common stock. During March 2020, the Company raised approximately $3.2 million through early warrant exercises, where 1,997,911 warrants were exercised for 1,997,911 shares of common stock. The warrant exercise price was reduced from $2.50 to $1.60 per warrant to induce warrant holders to exercise. The Company recorded warrant inducement expense of $0.8 million, which represents the difference between fair value at the reduced price of $1.60 per warrant and fair value at the contractual price of $2.50. The fair values of the warrants at $1.60 and $2.50 were determined using a Monte Carlo simulation model. During the six months ended May 31, 2020, a warrant holder exercised 11,792 warrants for 11,792 shares of common stock at an exercise price of $1.80 per warrant for proceeds of $0.02 million. During the six months ended May 31, 2020, the Company issued 49,842 warrants to those note holders who returned interest checks and accepted payment in kind of units consisting of then convertible notes with a face value of $0.1 million together with 400 warrants for every $1,000 of accrued interest to satisfy $0.1 million of accrued interest that was payable through October 31, 2019. The warrants are each exercisable for one share of common stock at an exercise price of $2.50 per share on or before October 22, 2023. The Company also issued 15,000 warrants as payment to a consultant for marketing services. The warrants are each exercisable for one share of common stock at an exercise price of $2.50 per share on or before February 5, 2021. The following table summarizes warrant activity, which includes the incentive warrants, during the six months ended May 31, 2021: Weighted-Average Exercise Number of Price Warrants $ Outstanding at November 30, 2020 585,739 2.40 Granted — — Exercised (486,684 ) 2.50 Outstanding at May 31, 2021 99,055 1.91 Exercisable at May 31, 2021 99,055 1.91 | 14. STOCKHOLDERS’ EQUITY (DEFICIT) Series A Preferred Stock Effective April 8, 2020, the Company exchanged an aggregate of approximately $6,950,000 of all its then-outstanding convertible notes, representing principal and accrued interest through April 7, 2020, for 1,391 shares Series A Preferred Stock (the “Exchange”). As the Exchange was accounted for as a debt extinguishment, the shares of Series A Preferred Stock were recorded at fair value of $11,591,623 (before reduction of $29,150 related to issue costs) based on a per share fair value of $8,333. The per share fair value was determined using the number of common stock shares in a conversion (33,333 = $5,000 original issue price divided by $0.15 conversion price) multiplied by the $0.25 market price of a share of common stock. See the “Warrants” section below and Note 13, “Convertible Notes Payable and Derivative Liabilities,” for additional information. Each share of Series A Preferred Stock has a $5,000 issue price. Dividends accrue on the issue price at a rate of 10.0% per annum and are payable to holders of Series A Preferred Stock as, when and if declared by the Board. As the Company will likely not pay the dividends in cash, and instead, the unpaid accrued dividends will be settled upon conversion to shares of common stock, the Company will record dividends distributable at the contractual dividend rate upon declaration. The dividends are cumulative and shall accrue starting from the April 8, 2020 issuance date. Dividends distributable of $0.4 million at November 30, 2020, have not yet been declared by the Board. Each share of Series A Preferred Stock is convertible into the number of shares of common stock equal to the issue price divided by the conversion price of $0.15. Upon conversion of the Series A Preferred Stock, all accrued and unpaid dividends will be converted to common stock utilizing the same conversion formula. The conversion price is subject to proportional adjustment for certain transactions relating to the Company’s common stock, including stock splits, stock dividends and similar transactions. Holders of Series A Preferred Stock are entitled to a liquidation preference in the event of any liquidation, dissolution or winding up of the Company. Holders may convert their shares of Series A Preferred Stock into common stock at any time and the Company has the right to cause each holder to convert their shares of Series A Preferred Stock at any time after the eighteen (18) month anniversary of the original issue date if the common stock has traded for more than twenty (20) consecutive trading days above $0.50 (as adjusted for stock splits, stock dividends and similar transactions). Holders of shares of Series A Preferred Stock are not entitled to vote with the holders of common stock, however, for so long as there are 423 shares of Series A Preferred Stock outstanding, the Company is required to obtain the consent of the holders of the Series A Preferred Stock to take certain corporate actions, including to incur indebtedness in excess of $250,000 in the aggregate. In addition, the Company agreed to use its reasonable best efforts to register the shares of common stock issuable upon conversion of the Series A Preferred Stock in due course following the Exchange. Warrants Upon the April 2020 closing of the Exchange, in accordance with the security purchase agreements, as amended, pursuant to which the convertible notes were issued, the Company issued 1,498,418 warrants to the holders reflecting 4,000 warrants for each $1,000 of unpaid interest accrued on the Notes. The Warrants are exercisable for one share of common stock at an exercise price of $0.25 per share on or before either October 22, 2023 (for Warrants issued for interest accrued on convertible notes issued in October 2019, April 2019 and May 2019) or January 22, 2024 (for warrants issued for interest accrued on convertible notes issued in July 2019 and September 2019 and related January 2020 Notes). As the transaction was accounted for as a debt extinguishment (See Note 13, “Convertible Notes Payable and Derivative Liabilities,” for additional information), the warrants were recorded at fair value of $239,747 using a Monte Carlo simulation model. During January 2020, the Company issued 498,418 warrants to those note holders who returned interest checks and accepted payment in kind of units consisting of convertible notes with a face value of $124,603 together with 4,000 warrants for every $1,000 of accrued interest to satisfy $124,603 of accrued interest that was payable through October 31, 2019. The warrants are each exercisable for one share of common stock at an exercise price of $0.25 per share on or before October 22, 2023. During February 2020, the Company also issued 150,000 warrants as payment to a consultant for marketing services. The warrants are each exercisable for one share of common stock at an exercise price of $0.25 per share on or before February 5, 2021. See Note 15, “Stock-Based Compensation,” for additional information. On September 16, 2019, the Company entered into a securities purchase agreement with two investors to sell a total of 818.0 units, for aggregate principal of $818,000, at a price of $1,000 per unit, consisting of (i) $1,000 10% interest secured convertible promissory note, convertible into the Company’s common stock at a conversion price of $0.15 per share and (ii) four thousand warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before January 22, 2024. The Company issued 3,272,000 warrants in connection with this transaction. The relative grant date fair value of these warrants was estimated at $363,846 using the Binomial Lattice option pricing model and is reflected in additional paid-in capital. On July 22, 2019, the Company entered into a securities purchase agreement with several investors to sell a total of 2,282.5 units, for aggregate principal of $2,282,500, at a price of $1,000 per unit, consisting of (i) $1,000 10% interest secured convertible promissory note, convertible into the Company’s common stock at a conversion price of $0.15 per share and (ii) four thousand warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before January 22, 2024. The Company issued 9,130,000 warrants in connection with this transaction. The relative grant date fair value of these warrants was estimated at $1,038,081 using the Binomial lattice option pricing model and is reflected in additional paid-in capital. On April 22, 2019 and May 20, 2019, the Company entered into a securities purchase agreement with several accredited investors to sell a total of 2,080.265 units, for aggregate principal of $2,080,265, at a price of $1,000 per unit, consisting of (i) $1,000 10% interest secured convertible promissory note, convertible into the Company’s common stock at a conversion price of $0.15 per share and (ii) four thousand warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before October 22, 2023. The Company issued 8,321,058 warrants in connection with this transaction. The relative grant date fair value of these warrants was estimated at $888,444 using the Binomial lattice option pricing model and is reflected in additional paid-in capital. On October 22, 2018, the Company entered into a securities purchase agreement with several accredited investors to sell 1,275.0 units, for aggregate principal of $1,275,000, at a price of $1,000 per unit, consisting of (i) $1,000 10% interest convertible promissory note convertible into the Company’s common stock at a conversion price of $0.15 per share, and (ii) four thousand warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before the five-year anniversary of the issuance. Pursuant to this private placement, the Company issued 5,100,000 warrants. The grant date fair value of these warrants was estimated at $524,089 using the Binomial lattice option pricing model and is reflected in additional paid-in capital. During the year ended November 30, 2019, the Company also issued 750,000 incentive warrants each to two consultants to purchase common shares. The warrants are each exercisable for one share of common stock at an exercise price of $0.155 per share on or before December 3, 2021. See Note 15, “Stock-Based Compensation,” for additional information. The assumptions that the Company used to determine the grant-date fair value of warrants granted for the years ended November 30, 2020 and 2019 were as follows: 2020 2019 Risk free rate 0.35 – 1.57% 1.69 – 3.05% Expected dividends 0 % 0 % Expected volatility 98.28 – 109.93% 150 – 159% Expected life 3.54 – 3.77 years 4.35 – 5 years Market price of the Company's common stock on date of grant $ 0.25 $0.14 – 0.16 Exercise price $ 0.25 $ 0.25 Based on the Company’s stock price, provisions allowing for early termination of outstanding warrants issued in connection with the Company’s October 2018 financing were triggered on October 23, 2020. On October 25, 2020, the Company notified holders of the October 2018 warrants exercisable at $0.25 that it was exercising its early termination right and that the respective warrants would expire November 27, 2020. Between October 25, 2020 and November 27, 2020, holders of 1,890,787 warrants issued during the October 2018 financing and outstanding as of October 25, 2020 exercised warrants for 1,890,787 shares of common stock, generating approximately $470,000. Based on the Company’s stock price, provisions allowing for early termination of two issuances of outstanding warrants issued in connection with the Company’s 2017 financing were triggered on May 29, 2020 and June 1, 2020, respectively. On June 3, 2020, the Company notified holders of 572,354 warrants exercisable at $0.15 that it is exercising its early termination right and that the respective warrants would expire July 3, 2020. On June 8, 2020, the Company notified holders of 17,773,881 warrants exercisable at $0.18 that it is exercising its early termination right and that the respective warrants would expire on August 31, 2020. Between June 1, 2020 and August 31, 2020, all holders of these 18,346,235 warrants issued during the 2017 financing and outstanding as of June 1, 2020 exercised those warrants for 18,346,235 shares of common stock, generating approximately $3,300,000. An additional 992,614 warrants that were issued in connection with the Company’s 2018 and 2019 private placements and exercisable at $0.25 were also exercised for 992,614 shares of common stock, raising approximately $200,000. In addition, in July 2020 a former consultant exercised 750,000 warrants exercisable at $0.155 pursuant to an agreement with the Company providing for cashless exercise of those warrants and resulting in the issuance of 683,190 shares of common stock. During May 2020, a warrant holder exercised 117,925 warrants for 117,925 shares of common stock at an exercise price of $0.18 per warrant for proceeds of approximately $21,000. During March 2020, the Company raised approximately $3,200,000 through early warrant exercises, where 19,979,107 warrants were exercised for 19,979,107 shares of common stock. These warrants were issued on October 22, 2018, April 22, 2019, May 20, 2019, July 22, 2019, September 16, 2019 and January 15, 2020. The warrant exercise price was reduced from $0.25 to $0.16 per warrant to induce warrant holders to exercise. The Company recorded warrant inducement expense of $845,415 during the year ended November 30, 2020, which represents the difference between fair value at the reduced price of $0.16 per warrant and fair value at the contractual price of $0.25. The fair values of the warrants at $0.16 and $0.25 were determined using a Monte Carlo simulation model. The following table summarizes warrant activity, which includes the incentive warrants, for the year ended November 30, 2020: Number of Weighted-Average Outstanding, November 30, 2018 26,041,160 0.19 Granted 22,223,058 0.25 Expired (2,476,999 ) (0.16 ) Outstanding, November 30, 2019 45,787,219 0.22 Granted 2,146,836 0.25 Exercised (42,076,668 ) (0.21 ) Outstanding, November 30, 2020 5,857,386 0.24 Exercisable, November 30, 2020 5,857,386 0.24 Exercisable. November 30, 2019 45,037,219 0.22 The warrants outstanding at the end of the year had weighted-average remaining contract lives as follows: 2020 2019 (years) (years) Total outstanding warrants 2.82 3.55 Total exercisable warrants 2.82 3.50 Shares to be Issued On June 8, 2020, the Company issued 72,000 shares of the Company’s common stock to an employee for services rendered through May 31, 2020. As the stock price was $0.60 on the date the shares of common stock were issued, the Company recognized payroll expense on shares to be issued of $43,200. The Company maintained an amount of $20,000 in shares to be issued, which represented an obligation to issue shares to former employee. During November 2020, the former employee elected to settle the amount due for the services rendered in cash, resulting in no future obligation to issue shares at November 30, 2020. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION | 18. STOCK-BASED COMPENSATION 2017 Plan The Company has granted stock options and other stock-based awards under its 2017 Stock Option Plan (the “2017 Plan”). The maximum number of shares of common stock which could have been reserved for issuance under the 2017 plan was 1,899,327. The 2017 Plan was administered by the Compensation Committee of the Board. The Compensation Committee determined the persons to whom options to purchase shares of common stock, and other stock-based awards may be granted. Persons eligible to receive awards under the 2017 Plan were employees, officers, directors, and consultants of the Company. Awards were at the discretion of the Compensation Committee. On February 24, 2021 the Company terminated the 2017 Plan and adopted the 2020 Equity Incentive Plan (defined below). In connection with the adoption of the 2020 Plan, the Company cancelled outstanding option awards granted under the 2017 Plan and replaced them with new award agreements evidencing an equivalent award under the 2020 Equity Incentive Plan with no change to any of the material provisions of the 2017 Plan option. 2020 Plan On October 23, 2020, the Company adopted the Byrna Technologies Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”). The aggregate number of shares of common stock available for issuance in connection with options and other awards granted under the 2020 Plan is 25,000,000. The 2020 Plan is administered by the Compensation Committee of the Board. The Compensation Committee determines the persons to whom options to purchase shares of common stock, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), and restricted or unrestricted shares of common stock may be granted. Persons eligible to receive awards under the 2020 Equity Incentive Plan are employees, officers, directors, consultants, advisors and other individual service providers of the Company. Awards are at the discretion of the Compensation Committee. On February 24, 2021, following the termination of the 2017 Plan, the Company replaced outstanding options under the 2017 Plan with options under the 2020 Equity Incentive Plan. There were no substantive changes to the rights of any holder of options granted under the 2017 plan by replacing their award certificates with award agreements under the 2020 plan. The grant dates, exercise prices, expiry dates, and vesting provisions if any of the new award agreements under the 2020 plan that replace the certificates issued under the 2017 plan are identical for each grant and no change in valuation or accounting was required. The Board also amended the definition of Disability in the 2020 Plan to provide that “Disability” has the meaning assigned to such term in any individual employment agreement or award agreement with a plan participant and that if no such definition is provided in an award or employment agreement “Disability” is defined as in the 2020 Plan. The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at their grant date fair value. The Company’s stock-based payments include stock options, RSUs, and incentive warrants. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, on a straight-line basis. The measurement date for non-employee awards is generally the date the services were completed, resulting in financial reporting period adjustments to stock-based compensation during either the expected term or the contractual term. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Forfeitures are accounted for as they occur. The fair value of each grant is estimated on the date of grant by using either the Black-Scholes, Binomial Lattice, or the quoted stock price on the date of grant, unless the awards are subject to market conditions in which case the Company uses the Monte Carlo simulation model. Due to the Company’s limited history, the expected term of the Company’s stock options granted to employees has been determined utilizing the method as prescribed by the SEC’s Staff Accounting Bulletin, Topic 14. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Restricted Stock Units During the six months ended May 31, 2021 and 2020, the Company granted 174,493 and 0 RSUs, respectively. During the three months ended May 31, 2021 and 2020, the Company granted 174,493 and 0 RSUs, respectively. 159,000 of the RSUs issued have a “double trigger” for vesting based on stock price and time, as follows: (1) one-third of the RSUs are not subject to any market trigger, the second one-third of the RSUs will be triggered when the Company’s stock trades above $30.00 on a 20-day VWAP, and the final one-third of the RSUs will be triggered when the stock trades above $40.00 on a 20-day VWAP and (2) the employee must remain employed by the Company for three years from the effective date for the RSUs to vest. 15,493 RSUs have a time trigger only and vest in approximately one year. RSU's outstanding at December 1, 2020 totaling 300,000 met a market condition for the first market condition trigger of vesting and are now subject only to a time-trigger for final vesting. Stock-based compensation expense for the RSUs for the three months ended May 31, 2021 and 2020 was $0.7 million and $0, respectively. Stock-based compensation expense for the RSUs for the six months ended May 31, 2021 and 2020 was $1.4 million and $0, respectively. The Company recorded stock-based compensation expense for restricted stock units granted to non-employees of approximately $0.07 million and $0 million during the three and six months ended May 31, 2021 and 2020, respectively. The following table summarizes the RSU activity during the six months ended May 31, 2021: RSUs Unvested and outstanding as of November 30, 2020 1,573,500 Granted 174,493 Exercised — Cancelled — Unvested and outstanding at May 31, 2021 1,747,993 Stock Options During the six months ended May 31, 2021 and 2020, the Company granted options to employees and directors to purchase 29,000 and 391,750 shares of common stock, respectively. The options issued during the six months ended May 31, 2021 vest over three years. The Company recorded stock-based compensation expense for options granted to its employees and directors of $0.17 million and $0.6 million during the six months ended May 31, 2021 and 2020, respectively. The Company recorded stock-based compensation expense for options granted to its employees and directors of $0.09 million and $0.01 million during the three months ended May 31, 2021 and 2020, respectively. During the six months ended May 31, 2021, 82,250 stock options were forfeited resulting in net benefit of stock-based compensation of approximately $0.093 million. During the three months ended May 31, 2021, 66,000 stock options were forfeited resulting in net benefit of stock-based compensation of approximately $0.06 million. During the six months ended May 31, 2021 and 2020, the Company granted options to purchase 0 and 11,000, shares of common stock to non-employee contractors, respectively. The Company recorded stock-based compensation expense for options granted to non-employees of approximately $0.02 million during the three and six months ended May 31, 2021 and 2020, respectively. Stock Option Valuation The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and non-employees for the six months ended May 31, 2021 were as follows: Black-Scholes option pricing model Risk free rate 0.33 % Expected dividends 0.00 Expected volatility 83 – 113 % Expected life 4 – 5 years Market price of the Company’s common stock on date of grant $ 14.74 – 19.70 Exercise price $ 14.90 – 17.00 The following table summarizes option activity under the 2017 and 2020 Plan during the six months ended May 31, 2021: Stock Weighted-Average Options CDN$ USD$ Outstanding, November 30, 2020 (1) 705,967 2.40 3.10 Granted 41,000 18.90 15.60 Exercised (22,667 ) (1.90 ) (1.50 ) Forfeited (82,250 ) (5.10 ) (4.20 ) Outstanding, May 31, 2021 (2) 642,050 3.60 3.00 Exercisable, May 31, 2021 (2) 642,050 2.60 2.20 (1) As of November 30, 2020 all options were governed by the 2017 Plan. (2) As of May 31, 2021 all options were governed by the 2020 Plan. Incentive Warrants During the six months ended May 31, 2021 and 2020, the Company issued 0 and 15,000 of warrants in exchange for services to a marketing consultant to purchase common shares, respectively. The warrants were issued outside of the 2017 Plan and were not included under the 2020 Plan. Stock-based compensation expense for the six months ended May 31, 2021 and 2020 was $0 and $0.02 million, respectively. Stock-based compensation expense for the three months ended May 31, 2021 and 2020 was $0. Stock-Based Compensation Expense Total stock-based compensation expense was $1.5 million and $0.6 million for the six months ended May 31, 2021 and 2020, respectively. Total stock-based compensation expense was $0.8 million and $0.01 million for the three months ended May 31, 2021 and 2020, respectively. Total stock-based compensation expense was recorded in Operating expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive (Income) Loss. | 15. STOCK-BASED COMPENSATION 2017 Plan The Company grants stock options and other stock-based awards under its 2017 Stock Option Plan (the “2017 Plan”). The maximum number of common stock which may be reserved for issuance under the 2017 plan is 18,993,274. The 2017 Plan is administered by the Compensation Committee of the Board. The Compensation Committee determines the persons to whom options to purchase shares of common stock, and other stock-based awards may be granted. Persons eligible to receive awards under the 2017 Plan are employees, officers, directors, and consultants of the Company. Stock Options During the years ended November 30, 2020 and 2019, the Company granted options to purchase 4,342,500 shares and 120,000 shares, respectively, of common stock to its employees and directors. Those granted during the year ended November 30, 2020, 3,417,500 options vested immediately and 925,000 options will vest over three years. The Company recorded stock-based compensation expense for options granted to its employees and directors of $675,545 and $31,530 during the years ended November 30, 2020 and 2019, respectively. During the years ended November 30, 2020 and 2019, the Company granted options to purchase 193,000 shares and 0 shares, respectively, of common stock to non-employees. Those granted during the year ended November 30, 2020, 110,000 options vested immediately and 83,000 options will vest over one year. The Company recorded stock-based compensation expense for options granted to non-employees of $25,318 and $0 during the years ended November 30, 2020 and 2019, respectively. Stock Option Valuation The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and non-employees for the years ended November 30, 20120 and 2019 were as follows: Employee, Director and Non-Employee (Black-Scholes option pricing model) 2020 2019 Risk free rate 0.00 – 1.68% 2.00 % Expected dividends 0 % 0 % Expected volatility 118 - 144% 133 % Expected life 2 - 5 years 5 years Market price of the Company’s common stock on date of grant $ 0.19 – 1.48 $ 0.14 Exercise price $ 0.19 – 1.50 $ 0.14 The following table summarizes option activity under the 2017 Plan during the year ended November 30, 2020: Stock Weighted-Average Options CDN$ USD$ Outstanding, November 30, 2018 6,376,667 0.22 (0.18 ) Granted 120,000 0.19 (0.14 ) Expired (1,270,000 ) 0.37 (0.28 ) Cancelled (2,315,000 ) 0.22 (0.17 ) Outstanding, November 30, 2019 2,911,667 0.19 0.14 Granted 4,535,500 0.42 0.33 Expired (212,500 ) (0.28 ) (0.21 Exercised (55,000 ) (0.25 ) (0.19 Cancelled (120,000 ) (1.79 ) (1.38 Outstanding, November 30, 2020 7,059,667 0.24 0.31 Exercisable, November 30, 2020 5,059,667 Exercisable, November 30, 2019 1,411,667 The stock options outstanding at the end of the year had weighted-average contractual life as follows: 2020 2019 (years) (years) Total outstanding options 3.76 4.3 Total exercisable options 3.53 3.1 Incentive Warrants During the year ended November 30, 2019, the Company issued 750,000 incentive warrants each to two consultants to purchase common shares. The warrants were issued outside of the 2017 Plan and became fully vested in December 2019. In July 2020, the Company’s Board approved and the Company entered into an agreement with one of the consultants to allow a cashless exercise of 750,000 warrants at $0.155, resulting in the issuance of 683,190 common shares of the Company’s stock. See Note 14, “Shareholders’ Equity (Deficit),” for additional information. During the year ended November 30, 2020, the Company issued 150,000 incentive warrants valued at $7,969 with an exercise price of $0.25 per warrant in exchange for services to a marketing consultant to purchase common shares. The incentive warrants were issued outside of the 2017 Plan and were fully vested at issuance. Stock-based compensation expense for the warrants for the years ended November 30, 2020 and 2019 was $15,434 and $0, respectively. Incentive Warrant Valuation The assumptions that the Company used to determine the grant-date fair value of incentive warrants granted for the years ended November 30, 2020 and 2019 were as follows: (Black-Scholes option pricing model) 2020 2019 Risk free rate 1.47 % 2.00 % Expected dividends 0 % 0 % Expected volatility 57 % 149 % Expected life 1.1 years 3 years Market price of the Company’s common stock on date of grant $ 0.22 $ 0.16 Exercise price $ 0.25 $ 0.16 2020 Plan On October 23, 2020, the Company adopted the Byrna Technologies Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”). The aggregate number of shares of common stock available for issuance in connection with options and other awards granted under the 2020 Plan is 25,000,000 Persons eligible to receive awards under the 2020 Equity Incentive Plan are employees, officers, directors, consultants, advisors and other individual service providers of the Company. Restricted Stock Units Effective August 31, 2020, the Company granted the Chief Executive Officer 9,000,000 restricted stock unit awards (“RSUs”) under the 2020 Equity Incentive Plan. The RSUs shall have a “double trigger” for vesting based on stock price and time, as follows: (1) one-third of the RSUs will be triggered when the Company’s stock trades above $2.00 on a 20-day volume weighted average closing price (“VWAP”), the second one-third of the RSUs will be triggered when the Company’s stock trades above $3.00 on a 20-day VWAP, and the final one-third of the RSUs will be triggered when the stock trades above $4.00 on a 20-day VWAP and (2) the employee must remain employed by the Company for three years from the effective date for the RSUs to vest. During the year ended November 30, 2020, the Company granted employees 6,735,000 restricted stock unit awards (“RSUs”) under the 2020 Equity Incentive Plan. The RSUs shall have a “double trigger” for vesting based on stock price and time, as follows: (1) one-third of the RSUs are not subject to any performance trigger, the second one-third of the RSUs will be triggered when the Company’s stock trades above $3.00 on a 20-day VWAP, and the final one-third of the RSUs will be triggered when the stock trades above $4.00 on a 20-day VWAP and (2) the employee must remain employed by the Company for three years from the effective date for the RSUs to vest. Stock-based compensation expense for the RSUs for the years ended November 30, 2020 as $536,069. RSU Valuation The assumptions that the Company used to determine the grant-date fair value of RSUs granted for the year ended November 30, 2020 were as follows: (Monte Carlo simulation model) 2020 Risk free rate 0.26 % Expected dividends 0.00 % Expected volatility 121 % Expected life 3 years Market price of the Company’s common stock on date of grant $ 1.41 – 1.58 Exercise price $ 1.41 – 1.58 The following table summarizes the RSU activity during the year ended November 30, 2020: RSUs Weighted-Average Outstanding, November 30, 2019 — — Granted 15,735,000 1.55 Outstanding, November 30, 2020 15,735,000 1.55 Exercisable, November 30, 2020 — — Stock-Based Compensation Expense Total stock-based compensation expense of $1,252,366 and $218,154 for the years ended November 30, 2020 and 2019, respectively, were recorded in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. As of November 30, 2020 and 2019, there was $7,720,448 and $30,715, respectively, of unrecognized expense related to non-vested stock-based compensation arrangements granted. The weighted-average period over which total compensation cost related to non-vested awards not yet recognized is expected to be recognized is 2.77 and 1.4 years as of November 30, 2020 and 2019, respectively. |
INCOME (LOSS) PER SHARE _ EARNI
INCOME (LOSS) PER SHARE / EARNINGS PER SHARE | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Earnings Per Share [Abstract] | ||
INCOME (LOSS) PER SHARE / EARNINGS PER SHARE | 19. INCOME (LOSS) PER SHARE For the three and six months ended May 31, 2021, the Company recorded net income. As such, the Company used diluted weighted-average common shares outstanding when calculating diluted income per share for the three and six months ended May 31, 2021. Warrants, stock options, and RSUs that could potentially dilute basic earnings per share (“EPS”) in the future are included in the computation of diluted income per share. For the three and six months ended May 31, 2020, the Company recorded a net loss. As such, because the dilution from potential common shares was antidilutive, the Company used basic weighted-average common shares outstanding, rather than diluted weighted-average common shares outstanding when calculating diluted loss per share for the three and six months ended May 31, 2020. Preferred Stock, warrants, stock options, and RSUs that could potentially dilute basic EPS in the future that were not included in the computation of diluted loss per share were as follows: For the Three Months Ended For the Six Months Ended Series A Preferred Stock 4,636,667 4,636,667 Warrants 2,783,702 2,783,702 Stock Options 672,667 672,667 RSUs — — Total 8,093,036 8,093,036 The following table sets forth the allocation of net income (loss) for the three and six months ended May 31, 2021 and 2020, respectively: For the Three Months Ended For the Six Months Ended 2021 2020 2021 2020 Net income (loss) $ 2,037 $ (8,061 ) $ 1,765 $ (10,346 ) Net income applicable to preferred stock (1,043 ) — (1,043 ) — Income available to common shareholders $ 994 $ (8,061 ) $ 722 $ (10,346 ) The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and six months ended May 31, 2021 and 2020: For the Three Months Ended For the Six Months Ended 2021 2020 2021 2020 Weighted-average common shares outstanding- basic 17,800,749 12,068,759 16,359,496 11,271,719 Assumed conversion of: Dilutive Stock Options 597,214 — 600,918 — Dilutive Warrants 304,883 — 399,332 — Dilutive RSUs 286,385 — 244,385 — Weighted-average common share outstanding- diluted 18,989,231 12,068,759 17,604,131 11,271,719 1,155,000 RSUs outstanding during the three and six months ended March 31, 2021, were not included in the computation of diluted earnings per share because they are contingently issuable shares. The following were excluded from the calculation of diluted net income per share for the three and six months ended May 31, 2021 because their effects are anti-dilutive: For the Three Months Ended May 31, 2021 For the Six Months Ended May 31, 2021 Antidilutive securities: Options 638,000 518,000 RSUs 50,000 68,493 Total antidilutive securities 688,000 586,493 | 16. EARNINGS PER SHARE The Company’s potential dilutive securities, which include Series A Preferred stock, stock options, and outstanding warrants to purchase shares of common stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: November 30, 2020 2019 Series A Preferred Stock 46,366,490 — Warrants 5,857,386 45,787,219 Stock Options 7,059,667 2,911,667 Restricted Stock 15,735,000 — Total 75,018,543 48,698,886 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 20. RELATED PARTY TRANSACTIONS The following transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by related parties. Amounts due to related parties are unsecured, non-interest bearing with the exception of notes payable, and due on demand. The Company expensed $0.2 million and approximately $0.001 million for royalties due to Buys, the Company’s CTO, during the six months ended May 31, 2021 and 2020, respectively and had accrued royalties of $0.1 million and $0.3 million as of May 31, 2021 and November 30, 2020, respectively. The Company also recorded stock-based compensation expense of approximately $0.006 million and $0.008 million during the six months ended May 31, 2021 and 2020, related to stock options granted to Buys in 2018 to acquire 150,000 shares of common stock. Stock-based compensation expense was $0.002 million and $0.004 million during the three months ended May 31, 2021 and 2020, respectively. The Company issued 386,681 shares of common stock with a value of $0.7 million in connection with the Second Payment to Buys for the portfolio of registered patent rights (the “Buys Portfolio”) during the six months ended May 31, 2021. See Note 13, “Patent Rights,” for additional information. The Company leased office premises at Wakefield, Massachusetts for rent, utilities and maintenance charge of approximately $0.002 million per month from a corporation owned and controlled by Bryan Ganz (“Ganz”), President and, effective April 1, 2019, Chief Executive Officer (“CEO”) of the Company. This lease was terminated June 30, 2020. The Company expensed $0.02 for these items during the six months ended May 31, 2020. The Company expensed $0.01 million for these items during the three months ended May 31, 2020. | 17. RELATED PARTY TRANSACTIONS The following transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by related parties. Amounts due to related parties are unsecured, non-interest bearing with the exception of notes payable, and due on demand. The Company expensed $204,813 and $8,333 for royalties due to Andre Buys (“Buys”), the Company’s Chief Technology Officer (“CTO”) during the years ended November 30, 2020 and 2019, respectively. The Company also recorded stock-based compensation expense of $16,909 during the years ended November 30, 2020 and 2019, respectively, related to stock options granted to Buys in 2018 to acquire 1,500,000 shares of common stock. See Note 15, “Stock-Based Compensation,” for additional information. The Company issued 805,883 and 1,744,937 shares of common stock for $386,382 and $272,339 for services to its directors and management during the year ended November 31, 2020 and 2019, respectively. During the year ended November 30, 2019, the Company expensed a total of $51,876 related to 360,000 shares of common stock issued for services provided by a former director of the Company. The Company issued 3,866,810 shares of common stock with a value of $696,799 in connection with the Second Payment to Buys for the portfolio of registered patent rights (the “Buys Portfolio”) during the year ended November 30, 2020. See Note 10, “Patent Rights,” for additional information. The Company leased office premises at Wakefield, Massachusetts for rent, utilities and maintenance charge of approximately $2,000 per month from a corporation owned and controlled by Bryan Ganz (“Ganz”), President and, effective April 1, 2019, CEO of the Company. This lease was terminated June 30, 2020. The Company expensed $16,960 and $23,600 for these items during the years ended November 30, 2020 and 2019, respectively. The Company subleased office premises at its Massachusetts headquarters to a corporation owned and controlled by Ganz beginning July 1, 2020. Monthly sublease payments will be equal to 15% of the Company’s operating costs. Sublease payments are scheduled to commence in December 2020. During the year ended November 30, 2019, current directors and officers of the Company participated in the April 22, 2019, May 20, 2019 and July 22, 2019 financing for 316 units for total proceeds of $315,588 of which $95,000 was issued to officers for services rendered. There were no payables due to related parties as of November 31, 2020 and 2019. |
LEASES
LEASES | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Leases [Abstract] | ||
LEASES | 21. LEASES Operating Leases The Company has operating leases for real estate in the United States and South Africa and does not have any finance leases. In 2019, the Company had entered into a real estate lease for office space in Wilmington/Andover, Massachusetts. The Company was involved in the construction and design of the space and incurred construction costs, subject to an allowance for tenant improvements of $0.2 million. The lease expiration date is August 31, 2026. The base rent is $0.1 million per year, subject to an annual upward adjustment. The lease commencement date, for accounting purposes, was reached in June 2020 when the Company was granted access to the premises and therefore the lease is included in the Company’s operating lease right-of-use asset and operating lease liabilities as of June 2020. The Company leased office and warehouse space in South Africa under a lease that expired on November 30, 2020. The base rent was approximately $0.004 million per month. In December 2020, the Company entered into a new lease for office and warehouse space. The lease expires in November 2024. The base rent during the six months ended May 31, 2021 was approximately $0.005 per month. The Company leased real estate in Fort Wayne Indiana. The lease expires on February 28, 2022. In February 2021, the Company entered into a lease termination agreement with the landlord. Upon termination, the Company was required to pay a termination fee of approximately $0.02 million. The Company leases warehouse and manufacturing space in Fort Wayne, Indiana. The lease expires on July 31, 2025. The base rent is approximately $0.008 million per month. The Company also leases office space in Las Vegas, Nevada. The lease expires on August 31, 2022. The base rent is approximately $0.004 million per month. Certain of the Company’s leases contain options to renew and extend lease terms and options to terminate leases early. Reflected in the right-of-use asset and lease liability on the Company’s balance sheets are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain to not exercise. As of May 31, 2021 and November 30, 2020, right-of-use assets of $1.2 million and $1.2 million, current lease liabilities of $0.2 million and $0.3 million and non-current lease liabilities of $0.9 million and $0.8 million, respectively, are reflected in the accompanying Condensed Consolidated Balance Sheets. The elements of lease expense were as follows (in thousands): Three Months Ended Six Months Ended May 31, 2021 May 31, 2021 Lease Cost: Operating lease cost $ 87 $ 179 Short-term lease cost 5 5 Variable lease cost — — Total lease cost $ 92 $ 184 Other Information: Cash paid for amounts included in the measurement of operating lease liabilities $ 156 Operating lease liabilities arising from obtaining right-of-use assets $ 182 Operating Leases: Weighted-average remaining lease term (in years) 4.7 years Weighted-average discount rate 9.3 % Future lease payments under non-cancelable operating leases as of May 31, 2021 are as follows (in thousands): Fiscal Year Ending November 30 2021 (six months) $ 161 2022 315 2023 282 2024 290 2025 187 Thereafter 157 Total lease payments 1,392 Less: imputed interest 255 Total lease liabilities $ 1,137 Sales-Type Leases During the six months ended May 31, 2021, the Company entered into an equipment lease as lessor. The lease is being accounted for as a sale-type lease. The term of the lease is three years. For a sales-type lease, the carrying amount of the asset is derecognized from property and equipment and a net investment in the lease is recorded. The net investment in the lease is measured at commencement date as the sum of the lease receivable and the estimated residual value of the equipment. The unguaranteed residual value of the equipment is determined as the estimated carrying value of the asset at the end of the lease term had the asset been depreciated on a straight-line basis. Selling profit or loss arising from a sales-type lease is recorded at lease commencement and presented on a gross basis. Over the term of the lease, the Company recognizes interest income on the net investment in the lease. At lease commencement, the Company determined the unguaranteed residual value of the equipment was $0 and the selling profit or loss was immaterial. The receivable recorded as a result of the lease is collateralized by the underlying equipment and consist of the following components at May 31, 2021 (in thousands): Net minimum lease payments to be received $ 121 Less: unearned interest income portion 14 Net investment in sales-type leases 107 Less: current portion 44 Net investment in sales-type leases, non-current $ 63 The maturity schedule of future minimum lease payments under sales-type leases and the reconciliation to the net investment in sales-type leases reported at May 31, 2021 was as follows (in thousands): Fiscal Year Ending November 30, 2021 (six months) $ 27 2022 54 2023 40 Total future minimum sales-type lease payments 121 Less: unearned income 14 Total net investment in sales-type leases $ 107 | 18. LEASES In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid rent. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASU 2016-02, components of a lease should be separated into three categories: lease components (e.g., building), non-lease components (e.g., common area maintenance), and non-components (e.g., property taxes and insurance). Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain practical expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components. Rather, they would account for each lease component and the related non-lease component together as a single component. The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component and allocate all of the contract consideration to the lease component only. The lease component results in an operating right-of-use asset being recorded on the balance sheet and amortized on a straight-line basis as lease expense. The Company has operating leases for real estate in the United States and South Africa and does not have any finance leases. In 2019, the Company had entered into a real estate lease for office space in Wilmington/Andover, Massachusetts. The Company was involved in the construction and design of the space and incurred construction costs, subject to an allowance for tenant improvements of $210,490. The lease expiration date is August 31, 2026. The base rent is $114,180 per year, subject to an annual upward adjustment. The lease commencement date, for accounting purposes, was reached in April 2020 when the Company was granted access to the premises and therefore the lease is included in the Company’s operating lease right-of-use asset and operating lease liabilities as of April 2020. The Company leases office and warehouse space in South Africa. The base rent is approximately $3,700 per month. The lease expired on November 30, 2020. The Company is currently negotiating a new lease to rent the office and warehouse space. Beginning December 2020, the Company is operating under a month to month lease with base rent of approximately $4,200 until the terms of the lease are finalized. The Company leases real estate in Fort Wayne Indiana. The lease expires on February 28, 2022. The base rent is $2,540 per month. During July 2020, the Company entered into a lease for warehouse space in Fort Wayne, Indiana. The lease expires on July 31, 2025. The base rent is $7,740 per month. During August 2020, the Company entered into a real estate lease for office space in Las Vegas, Nevada. The lease expires on August 31, 2022. The base rent is $4,461 per month. Certain of the Company’s leases contain options to renew and extend lease terms and options to terminate leases early. Reflected in the right-of-use asset and lease liability on the Company’s balance sheets are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain to not exercise. As of November 30, 2020, right-of-use assets of $1,200,447, current lease liabilities of $257,608, and non-current lease liabilities of $828,005 are reflected in the accompanying Consolidated Balance Sheets. The elements of lease expense were as follows: November 30,2020 Lease Cost: Operating lease cost $ 198,402 Short-term lease cost 24,560 Variable lease cost 8.696 Total lease cost $ 231,658 Other Information: Cash paid for amounts included in the measurement of operating lease liabilities $ 309,642 Operating lease liabilities arising from obtaining right-of-use assets $ 1,336,153 Operating Leases: Weighted-average remaining lease term (in years) 4.9 years Weighted-average discount rate 8.4 % Future lease payments under non-cancelable operating leases as of November 30, 2020 are as follows: Fiscal Year Ended November 30, 2021 $ 335,317 2022 259,261 2023 213,859 2024 216,866 2025 188,913 Thereafter 97,086 Total lease payments 1,311,302 Less: imputed interest 225,689 Total lease liabilities $ 1,085,613 ASC 840 Comparative Disclosures The Company had the following commitments by fiscal year at November 30, 2019: Location 2020 2021 2022 2023 2024 2025 and Wilmington, MA $ 24,987 $ 115,371 $ 117,972 $ 120,979 $ 123,986 $ 300,660 Fort Wayne, IN 30,357 30,585 7,646 — — — South Africa* 13,098 2,217 — — — — Total $ 68,442 $ 148,173 $ 125,618 $ 120,979 $ 123,986 $ 300,660 (*USD based on November 30, 2019 exchange rate) The above lease commitments reflect annual escalation. |
INCOME TAXES
INCOME TAXES | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | 22. INCOME TAXES For the three months ended May 31, 2021 and 2020, the Company recorded an income tax expense of $0.2 million and $0, respectively. For the six months ended May 31, 2021 and 2020, the Company recorded an income tax expense of $0.2 million and $0, respectively. For the three months ended May 31, 2021 and 2020, the effective tax rate was 8.2% and 0%, respectively. For the six months ended May 31, 2021 and 2020, the effective tax rate was 9.4% and 0%, respectively. The Company’s tax rate differs from the statutory rate of 21.0% due to the effects of state taxes net of federal benefit, the foreign tax rate differential as a result of Byrna South Africa, effects of permanent non-deductible expenses, the recording of a valuation allowance against the deferred tax assets generated in the prior period, utilization of Net Operating Loss (“NOL”) and other effects. The Company is subject to income tax in the U.S., as well as various state and international jurisdictions. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. Additional information regarding the statutes of limitations can be found in Note 23, “Income Taxes,” in the Notes to Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the year ended November 30, 2020. On March 27, 2020, Congress signed into law the $2 trillion bipartisan Coronavirus Aid, Relief and Economic Security (CARES) Act. The CARES Act includes a variety of economic and tax relief measures intended to stimulate the economy, including loans for small businesses, payroll tax credits/deferrals, and corporate income tax relief. Due to the Company’s history of net operating losses and full valuation allowance, the CARES Act did not have a significant effect to the income tax provision, as the corporate income tax relief was directed towards cash taxpayers. | 19. INCOME TAXES Loss before income taxes consists of the following: Year Ended November 30, 2020 2019 United States $ (13,572,909 ) $ (4,199,856 ) Foreign 1,312,113 (209,929 ) Total $ (12,260,796 ) $ (4,409,785 ) The components of the provision for income taxes is as follows: Year Ended November 30, 2020 2019 Current expense (benefit): Federal $ — $ — State — — Foreign 292,529 — Total current expense (benefit): 292,529 — Deferred expense (benefit): Federal — — State — — Foreign — — Total deferred expense (benefit) — — Total income tax expense (benefit) $ 292,529 $ — A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended November 30, 2020 2019 Income at US statutory rate 21.00 % 21.00 . % State taxes, net of Federal benefit 6.58 % 9.24 . % Permanent differences (13.60 %) (5.44 %) Foreign rate differential (0.75 %) 0.34 . % Valuation allowance (12.30 %) (24.34 %) Other (3.32 %) (0.79 %) Total (2.39 %) 0.00 % The net deferred income tax asset balance related to the following: November 30, 2020 2019 Depreciation and amortization $ (270,488 ) $ (88,502 ) Stock compensation 334,898 96,033 Inventory reserve 28,533 15,611 Bad debt reserve 3,331 — Accrued payroll 183,044 — Warranty reserve 89,578 — Net operating loss (“NOL”) carryforwards 5,951,914 5,845,058 Total deferred tax assets 6,320,808 5,868,199 Valuation allowance (6,320,808 ) (5,868,199 ) Net deferred tax assets (liabilities) $ — $ — As of November 30, 2020, the Company had federal and state NOL carryforwards of approximately $24.9 million and $11.4 million, respectively, which begin to expire in 2025 for federal and state purposes. The federal NOL carryforwards include approximately $8.6 million, which do not expire. Future realization of the tax benefits of existing temporary differences and NOL carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of November 30, 2020 and 2019, respectively, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of November 30, 2020 and 2019. At November 30, 2020 and 2019, the Company recognized valuation allowances of $6.3 million and $5.9 million, respectively, related to its deferred tax assets created in those respective years. The net increase of $0.4 million in the valuation allowance reflects the net in increase in gross deferred tax asset between those periods. Pursuant to Internal Revenue Code Section 382, use of NOL carryforwards may be limited if the Company experiences a cumulative change in ownership of greater than 50% in a moving three-year period. Ownership changes could impact the Company’s ability to utilize the NOL carryforwards remaining at an ownership change date. The Company has completed a Section 382 study and determined that there were multiple ownership changes of 50% or more during the period from March 5, 2020 through November 30, 2020. These ownership changes occurred around March 10, 2007, August 27, 2013, and March 27, 2020. As of the last testing date covered in the testing period, the cumulative ownership change is 11.06%. The resulting limitation of NOL carryforwards has been considered in determining the full valuation allowance against the related deferred tax assets as noted above. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 23. COMMITMENTS AND CONTINGENCIES Royalty Payment Pursuant to the amended agreement related to the Final Payment to Buys for the Buys Portfolio, the Company is committed to a minimum royalty payment of $0.025 million per year. Royalties on CO2 pistols are to be paid for so long as patents remain effective beginning at 2 ½% of the agreed upon a net price of $167.60 (“Stipulated Net Price”) for the first year and reduced by 0.1% each year thereafter until it reaches 1%. For each substantially new product in this category, the rate will begin again at 2 ½%. Royalties on the fintail projectiles (and any improved versions thereof) will be paid so long as patents remain effective at a rate of 4% of the agreed upon Stipulated Net Price for fintail projectile products. COVID-19 Pandemic and the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic may have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2021. The Company faces various risks related to COVID-19 outbreak. The Company is dependent on its workforce to deliver its products. If significant portions of the Company’s workforce are unable to work effectively, or if customers’ operations are curtailed due to illness, quarantines, government actions, facility closures, or other restrictions in connection with the COVID-19 pandemic, the Company’s operations will likely be impacted. The Company may be unable to perform fully on its contracts and costs may increase as a result of the COVID-19 outbreak. These cost increases may not be fully recoverable or adequately covered by insurance. Since the COVID-19 outbreak began, no facilities have been fully shut down. Certain of the Company’s vendors may be unable to deliver materials on time due to the COVID-19 outbreak. Such delays may negatively impact the Company’s production, and the Company plans to continue to monitor these and its other vendors and, if necessary, seek alternative suppliers. On March 27, 2020, then President Trump signed into law the CARES Act. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also appropriated funds for the Small Business Administration (SBA) Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. Product Liability In February 2021, the Company identified certain Byrna® HD launchers that may contain a wire that is not to specification and, as a result, the Company accrued a $0.2 million reserve for the possible costs related to updating affected launchers. As of May 31, 2021, approximately $0.06 million of these estimated costs have been incurred or resolved. Legal Proceedings In the ordinary course of our business, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. The Company does not believe it is currently a party to any pending legal proceedings. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows. | 20. COMMITMENTS AND CONTINGENCIES Consulting Agreement In 2018, the Company entered into consulting agreements with two consultants pursuant to which each was paid $7,500 per month, which increased to $10,000 per month subsequent to the month the Company commenced shipping the Byrna® HD product to customers, ending on December 31, 2019. In addition, the Company issued to each consultant 750,000 incentive warrants. See Note 15, “Stock-Based Compensation.” Effective October 29, 2018, the Company entered into a consulting agreement with Lisa Wager ("Wager") pursuant to which she serves as CLO of the Company. By the terms of the consulting agreement, Wager was paid a total of 250,000 common shares for the services calculated at 83,333 common shares per month commencing November 1, 2018 and expiring on January 31, 2019. A total of 416,666 common shares were issued during the year ended November 30, 2019. When this agreement ended, Wager was retained and paid by board resolutions from February 1 through June 30, 2019 and became an employee effective July 1, 2019. Her base salary was $15,000/month per board resolution. The Company executed a consulting agreement effective July 1, 2018 with a corporation owned by Thrasher, then executive chairman. The contract expired on March 31, 2019. Effective June 1, 2018, the Company entered into a consulting agreement with Ganz pursuant to which Ganz serves as President of the Company. By the terms of the consulting agreement, Ganz was paid $200,000 annually in shares of the Company's common stock for his service, subject to stock exchange approval. The common shares were issued quarterly, ending March 31, 2019. For the Company's 2018 fiscal third and fourth quarters, Ganz was paid 500,000 common shares for each quarter. Based on the consulting agreement, Ganz received 833,333 shares during the year ended November 30, 2019 for services through March 31, 2019. Ganz was paid pursuant to board resolution for April-June 2019 and became an employee effective July 1, 2019 with a base salary of $20,000/month set by board resolution. COVID-19 Pandemic and the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic may have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2021. The Company faces various risks related to COVID-19 outbreak. The Company is dependent on its workforce to deliver its products. If significant portions of the Company’s workforce are unable to work effectively, or if customers’ operations are curtailed due to illness, quarantines, government actions, facility closures, or other restrictions in connection with the COVID-19 pandemic, the Company’s operations will likely be impacted. The Company may be unable to perform fully on its contracts and costs may increase as a result of the COVID-19 outbreak. These cost increases may not be fully recoverable or adequately covered by insurance. Since the COVID-19 outbreak began, no facilities have been fully shut down. Certain of the Company’s vendors may be unable to deliver materials on time due to the COVID-19 outbreak. Such delays may negatively impact the Company’s production, and the Company plans to continue to monitor these and its other vendors and, if necessary, seek alternative suppliers. On March 27, 2020, then President Trump signed into law the CARES Act. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also appropriated funds for the Small Business Administration (SBA) Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. Product Liability In February 2021, the Company identified certain Byrna® HD launchers that may contain a wire that is not to specification and, as a result, the Company accrued a $195,000 reserve for the possible costs related to updating affected launchers. The Company has been communicating with customers to notify them of the availability of the update. Legal Proceedings In the ordinary course of our business, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. The Company does not believe it is currently a party to any pending legal proceedings. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows. |
EXCLUSIVE SUPPLY AND PURCHASE A
EXCLUSIVE SUPPLY AND PURCHASE AGREEMENTS | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Exclusive supply and purchase agreement [Abstract] | ||
EXCLUSIVE SUPPLY AND PURCHASE AGREEMENTS | 24. EXCLUSIVE SUPPLY AND PURCHASE AGREEMENTS The Company entered into a Development, Supply and Manufacturing Agreement with the manufacturer of the 40mm blunt impact projectile (“BIP”) on August 1, 2017. This agreement requires the Company to order and purchase only from the BIP manufacturer certain BIP assemblies and components for use by the Company to produce less-lethal and training projectiles as described in the agreement. The agreement is for a term of four years with an automatic extension for additional one-year terms if neither party has given written notice of termination at least 60 days prior to the end of the then-current term. The agreement does not contain any minimum purchase commitments. Purchases from the BIP manufacturer were $0 and $0.07 million for the six months ended May 31, 2021 and 2020, respectively. Purchases from the BIP manufacturer were $0 and $0.06 million for the three months ended May 31, 2021 and 2020, respectively. Notice has been provided and this Development, Supply and Manufacturing Agreement will not be extended after August 1, 2021. | 21. EXCLUSIVE SUPPLY AND PURCHASE AGREEMENTS The Company executed a manufacturing agreement with Roboro effective December 1, 2019 (binding agreement July 2019), whereby Roboro is its exclusive manufacturer in South Africa of various products including the Byrna® HD. Roboro’s manufacturing activities include plastic molding component production and assembly, dispatch and other services. The contract term was through November 30, 2021 with two-year renewal terms. Roboro provided manufacturing services during the year ended November 20, 3019. Effective May 5, 2020, the Company acquired 100% of the outstanding common shares of Roboro for $500,000. See Note 5, “Business Combination,” for additional information. Purchases from Roboro were approximately $102,000 from December 1, 2019 up until the acquisition date. Purchases from Roboro were approximately $55,713 during the year ended November 30, 2019. The Company entered into a Development, Supply and Manufacturing Agreement with the BIP manufacturer in August 1, 2017. This agreement requires the Company to order and purchase only from the BIP manufacturer certain BIP assemblies and components for use by the Company to produce less-lethal and training projectiles as described in the agreement. The agreement is for a term of four years with an automatic extension for additional one-year terms if neither party has given written notice of termination at least 60 days prior to the end of the then- current term. The agreement does not contain any minimum purchase commitments. Purchases from the BIP manufacturer were $205,132 and $195,733 for the years ended November 30, 2020 and 2019, respectively. The Company entered a License and Supply Agreement with Safariland, LLC (“Safariland”) on May 1, 2017. This agreement provides the Company to license and sell only to Safariland certain BIP standard payloads for integration with and production of Safariland’s Defense Technology brand less-lethal impact munitions to be sold in North America. This agreement is for a term of four years with an automatic extension for an additional one-year term if neither party has given written notice of termination at least 90 days prior to the end of the then-current term. The Company recognized revenues from sales to Safariland of $24,850 and $0 for the years ended November 30, 2020 and 2019, respectively. |
SEGMENT AND GEOGRAPHICAL DISCLO
SEGMENT AND GEOGRAPHICAL DISCLOSURES | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Segment Reporting [Abstract] | ||
SEGMENT AND GEOGRAPHICAL DISCLOSURES | 25. SEGMENT AND GEOGRAPHICAL DISCLOSURES The CEO, who is also the Chief Operating Decision Maker, evaluates the business as a single entity, which includes reviewing financial information and making business decisions based on the overall results of the business. As such, the Company’s operations constitute a single operating segment and one reportable segment. The tables below summarize the Company’s revenue for the three and six months ended May 31, 2021 and 2020, respectively, by geographic region (in thousands). Revenue: Three Months Ended U.S. South Africa Total May 31, 2021 $ 12,868 $ 533 $ 13,401 May 31, 2020 1,077 113 1,190 Six Months Ended U.S. South Africa Total May 31, 2021 $ 21,325 $ 969 $ 22,294 May 31, 2020 1,321 18 1,339 | 22. SEGMENT AND GEOGRAPHICAL DISCLOSURES The Chief Executive Officer, who is also the Chief Operating Decision Maker, evaluates the business as a single entity, which includes reviewing financial information and making business decisions based on the overall results of the business. As such, the Company’s operations constitute a single operating segment and one reportable segment. The tables below summarize the Company’s revenue, long-lived assets and total assets as of November 30, 2020 and 2019, respectively by geographic region. The Company’s long-lived assets consist of patent rights, property and equipment, and deposits for equipment: Revenue US Canada South Africa Total 2020 $ 15,497,606 $ — $ 1,068,689 $ 16,566,295 2019 536,471 — 387,948 924,419 Long-lived assets US Canada South Africa Total 2020 $ 3,850,727 $ — $ 274,893 $ 3,850,727 2019 614,027 3,184 — 617,211 Total Assets US Canada South Africa Total 2020 $ 18,524,699 $ — $ 2,691,421 $ 21,216,120 2019 2,307,257 50,415 1,208,747 3,566,419 |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Investments, All Other Investments [Abstract] | ||
FINANCIAL INSTRUMENTS | 26. FINANCIAL INSTRUMENTS The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them. i) Currency Risk The Company held its cash balances within banks in Canada in both U.S. dollars and Canadian dollars, with banks in the U.S. in U.S. dollars, and with banks in South Africa in U.S. dollars and South African rand. The Company’s operations are conducted in the U.S. and South Africa. The value of the South African rand against the U.S. dollar may fluctuate with the changes in economic conditions. During the six months ended May 31, 2021, in comparison to the prior year period, the U.S. dollar strengthened in relation to the South African rand, and upon the translation of the Company’s subsidiaries’ revenues, expenses, assets and liabilities held in South African rand, respectively. As a result, the Company recorded a translation adjustment gain of $0.2 million and $0.1 million primarily related to the South African rand during the six months ended May 31, 2021 and 2020, respectively. The Company recorded a translation adjustment gain/(loss) of $0.1 and $0.1 million primarily related to the South African rand during the three months ended May 31, 2021 and 2020, respectively. The Company’s South African subsidiary revenues, cost of goods sold, operating costs and capital expenditures are denominated in South African rand. Consequently, fluctuations in the U.S. dollar exchange rate against the South African rand increases the volatility of sales, cost of goods sold and operating costs and overall net earnings when translated into U.S. dollars. The Company is not using any forward or option contracts to fix the foreign exchange rates. Using a 10% fluctuation in the U.S. exchange rate, the impact on the loss and stockholders’ equity is not material. ii) Credit Risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The financial instruments that potentially subject the Company to credit risk consist of cash and accounts receivable. The Company maintains cash with high credit quality financial institutions located in the U.S. and South Africa. The Company maintains cash and cash equivalent balances with financial institutions in the U.S. in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company provides credit to its customers in the normal course of its operations. It carries out, on a continuing basis, credit checks on its customers. | 23. FINANCIAL INSTRUMENTS The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them. i) Currency Risk The Company held its cash balances within banks in Canada in both U.S. dollars and Canadian dollars, with banks in the U.S. in U.S. dollars, and with banks in South Africa in U.S. dollars and South African rand. The Company’s operations are conducted in the U.S. and South Africa. The value of the South African rand against the U.S. dollar may fluctuate with the changes in economic conditions. During the year ended November 30, 2020, in comparison to the prior year period, the U.S. dollar strengthened in relation to the South African rand, and upon the translation of the Company’s subsidiaries’ revenues, expenses, assets and liabilities held in South African rand, respectively. As a result, the Company recorded a translation adjustment gain of $66,545 and a loss $4,115 primarily related to the South African rand during the years ended November 30, 2020 and 2019, respectively. The Company’s South African subsidiary revenues, cost of goods sold, operating costs and capital expenditures are denominated in South African rand. Consequently, fluctuations in the U.S. dollar exchange rate against the South African rand increases the volatility of sales, cost of goods sold and operating costs and overall net earnings when translated into U.S. dollars. The Company is not using any forward or option contracts to fix the foreign exchange rates. Using a 10% fluctuation in the U.S. exchange rate, the impact on the loss and stockholders’ equity (deficit) is not material. ii) Credit Risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The financial instruments that potentially subject the Company to credit risk consist of cash and accounts receivable. The Company maintains cash with high credit quality financial institutions located in the U.S. and South Africa. The Company maintains cash and cash equivalent balances with financial institutions in the U.S. in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company provides credit to its customers in the normal course of its operations. It carries out, on a continuing basis, credit checks on its customers. iii) Revenue Concentration No customer accounted for more than 10% of total revenues for the year ended November 30, 2020. During the year ended November 30, 2019, two customers represented approximately 37% of total revenues. No customer accounted for more than 10% of total accounts receivable for the year ended November 30, 2020. The accounts receivable from two customers represent approximately 77% of accounts receivable as of November 30, 2019. iv) Vendor Concentration There was no vendor concentration for the year ended November 30, 2020. During 2019, the Company purchased 100% of its BIP inventory from one supplier and Roboro, its then exclusive manufacturer/assembler in South Africa of the Byrna ® |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Nov. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 24. SUBSEQUENT EVENTS On January 19, 2021, the Company entered into a $5,000,000 revolving line of credit with a bank. The revolving line of credit bears interest at a rate equal to the Wall Street Journal Prime Rate plus 0.50%, subject to a floor of 4.00%. The revolving line of credit is secured by the Company’s accounts receivable and inventory. The line of credit is subject to an unused fee of 0.25% paid once annually. On January 19, 2021, the Company entered into a $1,500,000 line of credit with a bank. The line of credit bears interest at a rate equal to the Wall Street Journal Prime Rate plus 0.50%, subject to a floor of 4.00%. The line of credit is secured by the Company’s equipment. The line of credit is subject to an unused fee of 0.25% paid once annually. On February 10, 2021, the Company received approval from the Small Business Administration (“SBA”) for $190,300 of PPP loan forgiveness. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | a) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such differences may be material to our consolidated financial statements. Significant estimates include assumptions about collection of accounts receivable and the reserve for doubtful accounts, stock-based compensation expense, fair value of equity instruments, valuation for deferred tax assets, incremental borrowing rate on leases, valuation and carrying value of goodwill and other identifiable intangible assets, estimates for warranty costs, and useful life of fixed assets. |
Business combination | b) Business Combinations Business combinations are accounted for at fair value. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values at the acquisition dates. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from the utilization of trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Goodwill is not amortized but is reviewed for impairment annually or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has the option to perform a qualitative assessment over goodwill when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit. If the Company concludes, based on the qualitative assessment, that a reporting unit would more likely than not exceed its fair value, a quantitative assessment is performed which is based upon a comparison of the reporting unit’s fair value to its carrying value. The fair values used in this evaluation are estimated based upon future discounted cash flow projections for the reporting unit. An impairment charge is recognized for any amount by which the carrying amount of goodwill exceeds its fair value. The Company performs its review for impairment during the third quarter of each year. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. At August 31, 2020, the Company determined that there was no impairment of goodwill. |
Restricted Cash | c) Restricted Cash The Company’s restricted cash – current was $6,388,561 and $0 at November 30, 2020 and 2019, respectively. This amount is due to holds placed on its use by the Company’s merchant services vendor pending fulfillment of backorders prepaid by credit cards or PayPal. The Company’s long-term restricted cash of $92,000 at November 30, 2020 and 2019, respectively, consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its November 2019 lease agreement. |
Allowance for Doubtful Accounts Receivable | d) Allowance for Doubtful Accounts Receivable The Company provides an allowance for its accounts receivable for estimated losses that may result from its customers’ inability to pay. The Company determines the amount of the allowance by analyzing known uncollectible accounts, aged receivables, economic conditions, historical losses, and changes in customer payment cycles and its customers’ creditworthiness. Amounts later determined and specifically identified to be uncollectible are charged or written off against this allowance. To minimize the likelihood of uncollectibility, the Company reviews its customers’ creditworthiness periodically. Material differences may result in the amount and timing of expense for any period if the Company were to make different judgments or utilize different estimates. The allowance for doubtful accounts at November 30, 2020 and 2019 was $12,191 and $0, respectively. |
Inventories | e) Inventories Inventories are principally comprised of raw materials and finished goods, and are valued at the lower of cost or net realizable value with cost being determined on the first-in, first-out basis. The Company reviews inventories for obsolete items to determine adjustments that it estimates will be needed to record inventory at lower of cost or net realizable value. Inventory costs include labor, overhead, subcontracted manufacturing costs and inbound freight costs. |
Property and Equipment | f) Property and Equipment Property and equipment are recorded at cost, and reflected net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, primarily three to seven years for computer hardware and software, furniture and fixtures, and machinery and equipment. Leasehold improvements are amortized over the lesser of the useful lives of three to seven years or lease terms. Expenditures for major renewals and betterments to property and equipment are capitalized, while expenditures for maintenance and repairs are charged as an expense as incurred. Upon retirement or disposition, the applicable property amounts are deducted from the accounts and any gain or loss is recorded in the Consolidated Statements of Operations and Comprehensive Loss. Useful lives are determined based upon an estimate of either physical or economic obsolescence or both. |
Patent right | g) Patent Rights The perpetual, irrevocable, exclusive and non-exclusive license to use technology with respect to the cost of patent rights is capitalized and amortized over the estimated useful life, currently estimated to be 15 years. |
Impairment of Long-lived Assets | h) Impairment of Long-Lived Assets Long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset group over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. There were no impairments of long-lived assets during the years ended November 30, 2020 and 2019, respectively. |
Convertible Notes Payable | i) Convertible Notes Payable When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments the Company accounts for convertible debt instruments in accordance with ASC 470-20, Debt with Conversion and Other Options |
Fair Value of Financial Instruments | j) Fair Value of Financial Instruments The Company determines fair value based on its accounting policy for fair value measurement (i.e. exit price that would be recovered for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date). See note 4 (t). The Company has not used derivative financial instruments such as forwards to hedge foreign currency exposures. Convertible debt issued is initially recognized at fair value. Derivative liabilities are measured at fair value at each reporting period and convertible debt is subsequently measured at amortized cost. |
Revenue Recognition | k) Revenue Recognition Product Sales The Company generates revenue through the wholesale distribution of its products and accessories to dealers/distributors, large end-users such as security companies and law enforcement agencies, and through an e-commerce portal to consumers. Revenue is recognized upon transfer of control of goods to the customer, which generally occurs when title to goods is passed and risk of loss transfers to the customer. Depending on the contract terms, transfer of control is upon shipment of goods to or upon the customer’s pick-up of the goods. Payment terms to customers other than e-commerce customers are generally 30-60 days for established customers, whereas new wholesale and large end-user customers have prepaid terms for their first order. The amount of revenue recognized is net of returns and discounts that the Company offers to its customers. Products purchased include a standard warranty that cannot be purchased separately. This allows customers to return defective products for repair or replacement within one year of sale. The Company also sells an extended warranty for the same terms over three years. The extended 3-year warranty can be purchased separately from the product and therefore, must be classified as a service warranty. Since a warranty for the first year after sale is included and non-separable from all launcher purchases, the Company considers this extended warranty to represent a service obligation during the second and third years after sale. Therefore, the Company accumulates billings of these transactions on the balance sheet as deferred revenue, to be recognized on a straight-line basis during the second and third year after sale. The Company recognizes an estimated reserve based on its analysis of historical experience, and an evaluation of current market conditions. The Company’s returns under warranties have been immaterial. In February 2021, the Company identified certain Byrna® HD launchers that may contain a wire that is not to specification and is offering customers a free factory service update for their launchers. The company accrued a $195,000 reserve for the possible costs related to updating affected launchers. The Company also has a 60-day money back guarantee, which allows for a full refund of the purchase price, excluding shipping charges, within 60 days from the date of delivery. The right of return creates a variable component to the transaction price and needs to be considered for any possible constraints. The Company estimates returns using the expected value method, as there will likely be a range of potential return amounts. The Company’s returns under the 60-day money back guarantee have been immaterial. The Company excludes from revenue taxes collected from customers and remitted to government authorities related to sales of the Company’s products. Shipping and handling costs that occur after control of goods has been transferred to the customer and that are not billed to the customer are accounted for as fulfillment costs and are included in cost of goods sold in the accompanying Consolidated Statements of Operations and Comprehensive Loss. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Shipping and handling costs associated with the distribution of finished products to customers, are recorded in cost of goods sold in the accompanying Consolidated Statements of Operations and Comprehensive Loss and are recognized when the product is shipped to the customer. Shipping and handling costs included in cost of goods sold were $1,375,827 and $21,487 during the years ended November 30, 2020 and 2019, respectively. Costs to obtain a contract consist of commissions paid to employees and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Commissions were $565,393 and $0 for the years ended November 30, 2020 and 2019, respectively. Included as cost of goods sold are costs associated with the production and procurement of products, such as labor and overhead, inbound freight costs, manufacturing depreciation, purchasing and receiving costs, inspection costs and the shipping and handling costs. Contract Liabilities Deferred revenue primarily relates to unfulfilled e-commerce orders for the years ended November 30, 2020 and 2019. |
Advertising | l) Advertising Advertising related costs are expensed as incurred and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Advertising expenses were $1,047,605 and $366,786 during the years ended November 30, 2020 and 2019, respectively. |
Research and development | m) Research and Development Research and development (“R&D”) costs are expensed as incurred and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. R&D costs were $43,992 and $158,105 during the years ended November 30, 2020 and 2019, respectively. |
Income Taxes | n) Incomes Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Deferred tax assets are recognized to the extent the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company records uncertain tax positions as liabilities and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of November 30, 2020 and 2019, the Company has not recorded any uncertain tax positions in our financial statements. If incurred, the Company recognizes interest and penalties related to income taxes on the income tax expense line in the accompanying Consolidated Statement of Operations and Comprehensive Loss. As of November 30, 2020 and 2019, no accrued interest or penalties related to income taxes are included in the consolidated balance sheets. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from November 30, 2017, to the present. The resolution of tax matters is not expected to have a material effect on the Company’s consolidated financial statements. On March 27, 2020, then President Trump signed into law the $2 trillion bipartisan CARES Act. The CARES Act includes a variety of economic and tax relief measures intended to stimulate the economy, including loans for small businesses, payroll tax credits/deferrals, and corporate income tax relief. Due to the Company’s history of net operating losses and full valuation allowance for deferred tax assets, the CARES Act did not have a significant effect to the income tax provision, as the corporate income tax relief was directed towards cash taxpayers. |
Loss Per Share | o) Loss Per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year and the conversion feature of convertible notes payable. |
Stock-Based Compensation | p) Stock-Based Compensation The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at their grant date fair value. The Company’s stock-based payments include stock options, restricted stock units, and incentive warrants. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, on a straight-line basis. The measurement date for non-employee awards is generally the date the services were completed, resulting in financial reporting period adjustments to stock-based compensation during either the expected term or the contractual term. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation is classified in the accompanying Statements of Operations and Comprehensive Loss based on the function to which the related services are provided, which is included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Forfeitures are accounted for as they occur. The fair value of each stock option grant is estimated on the date of grant by using either the Black-Scholes, Binomial Lattice, or the quoted stock price on the date of grant, unless the awards are subject to market conditions in which case we use the Monte Carlo simulation model. Due to the Company’s limited history, the expected term of the Company’s stock options granted to employees has been determined utilizing the method as prescribed by the SEC’s Staff Accounting Bulletin, Topic 14. The expected term for stock options granted to non-employees is equal to the contractual term of the options. The risk-free interest rate is determined by reference to the US Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. |
Foreign Currency transaction | q) Foreign Currency Transactions Foreign currency transactions are transactions denominated in a currency other than a subsidiary’s functional currency. A change in the exchange rates between a subsidiary’s functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is recorded as other income (expense), in the accompanying Consolidated Statements of Operations and Comprehensive Loss. |
Foreign Currency Translation | r) Foreign Currency Translation The Company maintains its books and records in U.S. Dollars, which is its functional and reporting currency. Assets and liabilities of the Company’s international subsidiaries in which the local currency is the functional currency are translated into U.S. Dollars at period-end exchange rates. Income and expenses are translated into U.S. Dollars at the average exchange rates during the period. The resulting translation adjustments are included in the Company’s Consolidated Balance Sheets as a component of accumulated other comprehensive income (loss). |
Other Comprehensive loss | s) Other Comprehensive Income (Loss) Other comprehensive income (loss) consists of foreign currency translation adjustments. |
Fair Value Measurement | t) Fair Value Measurement The Company follows a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: ● Level 1- Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. ● Level 2- Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. ● Level 3-Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
Recent Accounting Pronouncements | u) Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASC 606"). Subsequently, the FASB issued several updates to ASC 606. ASC 606 also includes new guidance on costs related to a contract, which is codified in ASC Subtopic 340-40. In applying ASC 606, revenue is recognized when control of promised goods or services transfers to a customer and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The major provisions of the new standard include: the determination of enforceable rights and obligations between parties; the identification of performance obligations including those related to material right obligations; the allocation of consideration based upon relative standalone selling price; accounting for variable consideration; the determination of whether performance obligations are satisfied over time or at a point in time; and enhanced disclosure requirements. The Company adopted ASC 606 during the first quarter of 2019 by applying the modified retrospective method to all contracts which resulted in (a) no impact to the financial statements and (b) additional financial statement disclosures. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting, In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic: 260), Distinguishing Liabilities from Equity (Topic: 480), Derivatives and Hedges (Topic 815) In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation Accounting Pronouncements Issued but Not Adopted In 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) In 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
ACQUISITIONS _ BUSINESS COMBI_2
ACQUISITIONS / BUSINESS COMBINATION (Tables) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Business Combinations [Abstract] | ||
Schedule of asset acquisition | The estimated total cost of the acquisition has been allocated as follows (in thousands): Assets Accounts receivable $ 465 Prepaid expenses 165 Inventory 82 Property and equipment 180 Intangible assets 2,810 Total acquired assets $ 3,702 | |
Schedule of estimated fair value of assets acquired and liabilities assumed | The estimated fair value of assets acquired and liabilities assumed on May 5, 2020 is as follows: Property and equipment $ 67 Goodwill 651 Right-of-use asset, net 54 Loan payable (123 ) Operating lease liability, current (35 ) Operating lease liability, noncurrent (19 ) Other net asset (liabilities) (38 ) Net Assets $ 557 | The estimated fair value of assets acquired and liabilities assumed on May 5, 2020 is as follows: Property and equipment $ 67,017 Goodwill 650,787 Right-of-use asset, net 54,425 Loan payable (122,548 ) Operating lease liability, current (35,191 ) Operating lease liability, noncurrent (19,234 ) Other net assets (liabilities) (37,690 ) Net Assets $ 557,566 |
REVENUE, DEFERRED REVENUE AND_2
REVENUE, DEFERRED REVENUE AND ACCOUNTS RECEIVABLE (Tables) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Revenue, Deferred Revenue And Accounts Receivable [Abstract] | ||
Schedule of deferred revenue | Changes in deferred revenue, which relate to unfulfilled e-commerce orders and amounts to be recognized under extended 3-year service warranties, for the six months ended May 31, 2021 and the year ended November 30, 2020, are summarized below (in thousands). May 31, 2021 November 30, 2020 Deferred revenue balance, beginning of period $ 4,902 $ 11 Net additions to deferred revenue during the period 18,100 18,826 Reductions in deferred revenue for revenue recognized during the period (21,327 ) (13,935 ) Deferred revenue balance, end of period $ 1,675 $ 4,902 | The associated performance obligations are expected to be satisfied during the year ended November 30, 2021. Deferred Revenue Deferred revenue balance, November 30, 2018 $ — Net additions to deferred revenue 10,842 Deferred revenue balance, November 30, 2019 10,842 Net additions to deferred revenue 18,825,995 Reductions in deferred revenue for revenue recognized during the fiscal year (13,934,750 ) Deferred revenue balance, November 30, 2020 $ 4,902,087 |
Schedule of revenue disaggregation | The following table presents disaggregation of the Company’s revenue by product type and distribution channel (in thousands): Three Months Ended Six Months Ended Product type 2021 2020 2021 2020 Byrna ® $ 13,356 $ 1,100 $ 22,249 $ 1,227 40mm 45 90 45 112 Total $ 13,401 $ 1,190 $ 22,294 $ 1,339 Three Months Ended Six Months Ended Distribution channel 2021 2020 2021 2020 Wholesale (dealer/distributors and large end-users) $ 2,107 $ 356 $ 3,776 $ 290 E-commerce 11,294 834 18,518 1,049 Total $ 13,401 $ 1,190 $ 22,294 $ 1,339 | The following table presents disaggregation of the Company’s revenue by product type and distribution channel: Years Ended Product type 2020 2019 Byrna® HD $ 16,322,482 $ 850,404 40mm 243,813 74,015 Total $ 16,566,295 $ 924,419 Years Ended Distribution channel 2020 2019 Wholesale (dealer/distributors and large end-users) $ 2,952,825 $ 602,838 E-commerce 13,613,470 321,581 Total $ 16,566,295 $ 924,419 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property plant and equipment | The following table summarizes cost and accumulated depreciation as of May 31, 2021 and November 30, 2020, respectively (in thousands). May 31, November 30, Computer equipment and software $ 259 $ 204 Furniture and fixtures 189 105 Leasehold improvements 229 144 Machinery and equipment 1,252 1,324 1,929 1,777 Less: accumulated depreciation 742 557 Total $ 1,187 $ 1,220 | The following table summarizes cost and accumulated depreciation as of November 30, 2020 and 2019, respectively. November 30, 2020 2019 Computer equipment and software $ 203,829 $ 116,348 Furniture and fixtures 105,371 20,998 Leasehold improvements 143,503 26,471 Molds 1,324,167 507,347 1,776,870 671,164 Less: accumulated depreciation 556,662 349,876 Total $ 1,220,208 $ 321,288 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventory | The following table summarizes inventory as of May 31, 2021 and November 30, 2020, respectively (in thousands). May 31, November 30, Raw materials $ 3,999 $ 2,901 Work in process 159 302 Finished goods 2,449 1,614 Total $ 6,607 $ 4,817 | The following table summarizes inventory as of November 30, 2020 and 2019, respectively. November 30, November 30, Raw materials $ 2,900,550 $ 449,767 Work in process 302,239 32,098 Finished goods 1,613,826 477,883 Total $ 4,816,615 $ 959,748 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Schedule of prepaid expenses and other current assets | The following table summarizes prepaid expenses and other current assets as of May 31, 2021 and November 30, 2020, (in thousands): May 31, November 30, VAT receivables $ 562 $ 572 Advance payment for inventory 232 677 Prepaid insurance 245 16 Other 243 126 Total $ 1,282 $ 1,391 | The following table summarizes prepaid expenses and other current assets: November 30, 2020 2019 VAT receivables $ 572,086 $ 147,457 Advance payment for inventory 676,744 7,470 Prepaid legal fees — 55,862 Prepaid insurance 16,114 — Security deposit – MA lease — 92,000 Other 126,340 74,516 Total $ 1,391,284 $ 377,305 |
PATENT RIGHTS (Tables)
PATENT RIGHTS (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of amortization of patents | The below table summarizes amortization of the Company’s patents as of November 30, 2020 for the next five years and thereafter: Fiscal Year 2021 $ 64,874 2022 64,874 2023 64,874 2024 64,874 2025 64,874 Thereafter 486,558 Total $ 810,928 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Payables and Accruals [Abstract] | ||
Schedule of accounts payable and accrued liabilities | The Company’s accounts payable and accrued liabilities consist of the following (in thousands): May 31, 2021 November 30, 2020 Trade payables $ 1,925 $ 3,475 Accrued sales and use tax 853 1,050 Payroll accrual 658 904 Accrued commissions 6 375 Accrued professional fees 227 217 Accrued royalties 122 180 Warranty 213 268 Income taxes payable 350 — Other accrued liabilities 217 160 Total $ 4,571 $ 6,629 | Accounts payable and accrued liabilities consist of the following: November 30, 2020 2019 Trade payables $ 3,475,238 $ 600,878 Accrued sales and use tax 1,050,051 — Payroll accrual 903,576 — Commissions 375,123 — Accrued professional fees 216,660 — Warranty 268,453 — Other accrued liabilities 339,974 38,999 $ 6,629,075 $ 639,877 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule Of Secured Convertible Debentures Allocation Of Purchase | The following table reflects the allocation of the purchase on December 7, 2016: Subordinate Secured Debentures Face Value (CAD $1,399,000) $ 1,041,835 Proceeds 1,041,835 Compound embedded derivative (285,612 ) Carrying value $ 756,223 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Equity [Abstract] | ||
Schedule of assumptions used for warrants | The assumptions that the Company used to determine the grant-date fair value of warrants granted for the years ended November 30, 2020 and 2019 were as follows: 2020 2019 Risk free rate 0.35 – 1.57% 1.69 – 3.05% Expected dividends 0 % 0 % Expected volatility 98.28 – 109.93% 150 – 159% Expected life 3.54 – 3.77 years 4.35 – 5 years Market price of the Company's common stock on date of grant $ 0.25 $0.14 – 0.16 Exercise price $ 0.25 $ 0.25 | |
Schedule of warrants activity | The following table summarizes warrant activity, which includes the incentive warrants, during the six months ended May 31, 2021: Weighted-Average Exercise Number of Price Warrants $ Outstanding at November 30, 2020 585,739 2.40 Granted — — Exercised (486,684 ) 2.50 Outstanding at May 31, 2021 99,055 1.91 Exercisable at May 31, 2021 99,055 1.91 | The following table summarizes warrant activity, which includes the incentive warrants, for the year ended November 30, 2020: Number of Weighted-Average Outstanding, November 30, 2018 26,041,160 0.19 Granted 22,223,058 0.25 Expired (2,476,999 ) (0.16 ) Outstanding, November 30, 2019 45,787,219 0.22 Granted 2,146,836 0.25 Exercised (42,076,668 ) (0.21 ) Outstanding, November 30, 2020 5,857,386 0.24 Exercisable, November 30, 2020 5,857,386 0.24 Exercisable. November 30, 2019 45,037,219 0.22 |
Schedule weighted-average remaining contract | The warrants outstanding at the end of the year had weighted-average remaining contract lives as follows: 2020 2019 (years) (years) Total outstanding warrants 2.82 3.55 Total exercisable warrants 2.82 3.50 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of restricted stock unit activity | The following table summarizes the RSU activity during the six months ended May 31, 2021: RSUs Unvested and outstanding as of November 30, 2020 1,573,500 Granted 174,493 Exercised — Cancelled — Unvested and outstanding at May 31, 2021 1,747,993 | The following table summarizes the RSU activity during the year ended November 30, 2020: RSUs Weighted-Average Outstanding, November 30, 2019 — — Granted 15,735,000 1.55 Outstanding, November 30, 2020 15,735,000 1.55 Exercisable, November 30, 2020 — — |
Schedule of stock options valuation assumptions | The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and non-employees for the six months ended May 31, 2021 were as follows: Black-Scholes option pricing model Risk free rate 0.33 % Expected dividends 0.00 Expected volatility 83 – 113 % Expected life 4 – 5 years Market price of the Company’s common stock on date of grant $ 14.74 – 19.70 Exercise price $ 14.90 – 17.00 | Employee, Director and Non-Employee (Black-Scholes option pricing model) 2020 2019 Risk free rate 0.00 – 1.68% 2.00 % Expected dividends 0 % 0 % Expected volatility 118 - 144% 133 % Expected life 2 - 5 years 5 years Market price of the Company’s common stock on date of grant $ 0.19 – 1.48 $ 0.14 Exercise price $ 0.19 – 1.50 $ 0.14 |
Schedule of stock options activity | The following table summarizes option activity under the 2017 and 2020 Plan during the six months ended May 31, 2021: Stock Weighted-Average Options CDN$ USD$ Outstanding, November 30, 2020 (1) 705,967 2.40 3.10 Granted 41,000 18.90 15.60 Exercised (22,667 ) (1.90 ) (1.50 ) Forfeited (82,250 ) (5.10 ) (4.20 ) Outstanding, May 31, 2021 (2) 642,050 3.60 3.00 Exercisable, May 31, 2021 (2) 642,050 2.60 2.20 (1) As of November 30, 2020 all options were governed by the 2017 Plan. (2) As of May 31, 2021 all options were governed by the 2020 Plan. | The following table summarizes option activity under the 2017 Plan during the year ended November 30, 2020: Stock Weighted-Average Options CDN$ USD$ Outstanding, November 30, 2018 6,376,667 0.22 (0.18 ) Granted 120,000 0.19 (0.14 ) Expired (1,270,000 ) 0.37 (0.28 ) Cancelled (2,315,000 ) 0.22 (0.17 ) Outstanding, November 30, 2019 2,911,667 0.19 0.14 Granted 4,535,500 0.42 0.33 Expired (212,500 ) (0.28 ) (0.21 Exercised (55,000 ) (0.25 ) (0.19 Cancelled (120,000 ) (1.79 ) (1.38 Outstanding, November 30, 2020 7,059,667 0.24 0.31 Exercisable, November 30, 2020 5,059,667 Exercisable, November 30, 2019 1,411,667 |
Schedule of weighted-average contractual life | The stock options outstanding at the end of the year had weighted-average contractual life as follows: 2020 2019 (years) (years) Total outstanding options 3.76 4.3 Total exercisable options 3.53 3.1 | |
Schedule of incentive warrants valuation assumptions | The assumptions that the Company used to determine the grant-date fair value of incentive warrants granted for the years ended November 30, 2020 and 2019 were as follows: (Black-Scholes option pricing model) 2020 2019 Risk free rate 1.47 % 2.00 % Expected dividends 0 % 0 % Expected volatility 57 % 149 % Expected life 1.1 years 3 years Market price of the Company’s common stock on date of grant $ 0.22 $ 0.16 Exercise price $ 0.25 $ 0.16 | |
Schedule of restricted stock units valuation assumptions | The assumptions that the Company used to determine the grant-date fair value of RSUs granted for the year ended November 30, 2020 were as follows: (Monte Carlo simulation model) 2020 Risk free rate 0.26 % Expected dividends 0.00 % Expected volatility 121 % Expected life 3 years Market price of the Company’s common stock on date of grant $ 1.41 – 1.58 Exercise price $ 1.41 – 1.58 |
INCOME (LOSS) PER SHARE _ EAR_2
INCOME (LOSS) PER SHARE / EARNINGS PER SHARE (Tables) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of anti-dilutive shares | Preferred Stock, warrants, stock options, and RSUs that could potentially dilute basic EPS in the future that were not included in the computation of diluted loss per share were as follows: For the Three Months Ended For the Six Months Ended Series A Preferred Stock 4,636,667 4,636,667 Warrants 2,783,702 2,783,702 Stock Options 672,667 672,667 RSUs — — Total 8,093,036 8,093,036 The following were excluded from the calculation of diluted net income per share for the three and six months ended May 31, 2021 because their effects are anti-dilutive: For the Three Months Ended May 31, 2021 For the Six Months Ended May 31, 2021 Antidilutive securities: Options 638,000 518,000 RSUs 50,000 68,493 Total antidilutive securities 688,000 586,493 | The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: November 30, 2020 2019 Series A Preferred Stock 46,366,490 — Warrants 5,857,386 45,787,219 Stock Options 7,059,667 2,911,667 Restricted Stock 15,735,000 — Total 75,018,543 48,698,886 |
Schedule of allocation of net income (loss) | The following table sets forth the allocation of net income (loss) for the three and six months ended May 31, 2021 and 2020, respectively: For the Three Months Ended For the Six Months Ended 2021 2020 2021 2020 Net income (loss) $ 2,037 $ (8,061 ) $ 1,765 $ (10,346 ) Net income applicable to preferred stock (1,043 ) — (1,043 ) — Income available to common shareholders $ 994 $ (8,061 ) $ 722 $ (10,346 ) | |
Schedule of weighted-average common shares outstanding used in the calculation of basic and diluted EPS | The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and six months ended May 31, 2021 and 2020: For the Three Months Ended For the Six Months Ended 2021 2020 2021 2020 Weighted-average common shares outstanding- basic 17,800,749 12,068,759 16,359,496 11,271,719 Assumed conversion of: Dilutive Stock Options 597,214 — 600,918 — Dilutive Warrants 304,883 — 399,332 — Dilutive RSUs 286,385 — 244,385 — Weighted-average common share outstanding- diluted 18,989,231 12,068,759 17,604,131 11,271,719 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Leases [Abstract] | ||
Schedule of lease expense | The elements of lease expense were as follows (in thousands): Three Months Ended Six Months Ended May 31, 2021 May 31, 2021 Lease Cost: Operating lease cost $ 87 $ 179 Short-term lease cost 5 5 Variable lease cost — — Total lease cost $ 92 $ 184 Other Information: Cash paid for amounts included in the measurement of operating lease liabilities $ 156 Operating lease liabilities arising from obtaining right-of-use assets $ 182 Operating Leases: Weighted-average remaining lease term (in years) 4.7 years Weighted-average discount rate 9.3 % | As of November 30, 2020, right-of-use assets of $1,200,447, current lease liabilities of $257,608, and non-current lease liabilities of $828,005 are reflected in the accompanying Consolidated Balance Sheets. The elements of lease expense were as follows: November 30,2020 Lease Cost: Operating lease cost $ 198,402 Short-term lease cost 24,560 Variable lease cost 8.696 Total lease cost $ 231,658 Other Information: Cash paid for amounts included in the measurement of operating lease liabilities $ 309,642 Operating lease liabilities arising from obtaining right-of-use assets $ 1,336,153 Operating Leases: Weighted-average remaining lease term (in years) 4.9 years Weighted-average discount rate 8.4 % |
Schedule of future lease payments under non-cancelable operating leases | Future lease payments under non-cancelable operating leases as of May 31, 2021 are as follows (in thousands): Fiscal Year Ending November 30 2021 (six months) $ 161 2022 315 2023 282 2024 290 2025 187 Thereafter 157 Total lease payments 1,392 Less: imputed interest 255 Total lease liabilities $ 1,137 | Future lease payments under non-cancelable operating leases as of November 30, 2020 are as follows: Fiscal Year Ended November 30, 2021 $ 335,317 2022 259,261 2023 213,859 2024 216,866 2025 188,913 Thereafter 97,086 Total lease payments 1,311,302 Less: imputed interest 225,689 Total lease liabilities $ 1,085,613 |
Schedule of sales-type leases | The receivable recorded as a result of the lease is collateralized by the underlying equipment and consist of the following components at May 31, 2021 (in thousands): Net minimum lease payments to be received $ 121 Less: unearned interest income portion 14 Net investment in sales-type leases 107 Less: current portion 44 Net investment in sales-type leases, non-current $ 63 | |
Schedule of future minimum lease payments under sales-type leases | The maturity schedule of future minimum lease payments under sales-type leases and the reconciliation to the net investment in sales-type leases reported at May 31, 2021 was as follows (in thousands): Fiscal Year Ending November 30, 2021 (six months) $ 27 2022 54 2023 40 Total future minimum sales-type lease payments 121 Less: unearned income 14 Total net investment in sales-type leases $ 107 | |
Schedule of lease commitments by fiscal year | The Company had the following commitments by fiscal year at November 30, 2019: Location 2020 2021 2022 2023 2024 2025 and Wilmington, MA $ 24,987 $ 115,371 $ 117,972 $ 120,979 $ 123,986 $ 300,660 Fort Wayne, IN 30,357 30,585 7,646 — — — South Africa* 13,098 2,217 — — — — Total $ 68,442 $ 148,173 $ 125,618 $ 120,979 $ 123,986 $ 300,660 (*USD based on November 30, 2019 exchange rate) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Tax Credit Carryforwards | Loss before income taxes consists of the following: Year Ended November 30, 2020 2019 United States $ (13,572,909 ) $ (4,199,856 ) Foreign 1,312,113 (209,929 ) Total $ (12,260,796 ) $ (4,409,785 ) |
Schedule of components of the provision for income taxes | The components of the provision for income taxes is as follows: Year Ended November 30, 2020 2019 Current expense (benefit): Federal $ — $ — State — — Foreign 292,529 — Total current expense (benefit): 292,529 — Deferred expense (benefit): Federal — — State — — Foreign — — Total deferred expense (benefit) — — Total income tax expense (benefit) $ 292,529 $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended November 30, 2020 2019 Income at US statutory rate 21.00 % 21.00 . % State taxes, net of Federal benefit 6.58 % 9.24 . % Permanent differences (13.60 %) (5.44 %) Foreign rate differential (0.75 %) 0.34 . % Valuation allowance (12.30 %) (24.34 %) Other (3.32 %) (0.79 %) Total (2.39 %) 0.00 % |
Schedule of Deferred Tax Assets and Liabilities | The net deferred income tax asset balance related to the following: November 30, 2020 2019 Depreciation and amortization $ (270,488 ) $ (88,502 ) Stock compensation 334,898 96,033 Inventory reserve 28,533 15,611 Bad debt reserve 3,331 — Accrued payroll 183,044 — Warranty reserve 89,578 — Net operating loss (“NOL”) carryforwards 5,951,914 5,845,058 Total deferred tax assets 6,320,808 5,868,199 Valuation allowance (6,320,808 ) (5,868,199 ) Net deferred tax assets (liabilities) $ — $ — |
SEGMENT AND GEOGRAPHICAL DISC_2
SEGMENT AND GEOGRAPHICAL DISCLOSURES (Tables) | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Segment Reporting [Abstract] | ||
Schedule of segment information | The tables below summarize the Company’s revenue for the three and six months ended May 31, 2021 and 2020, respectively, by geographic region (in thousands). Revenue: Three Months Ended U.S. South Africa Total May 31, 2021 $ 12,868 $ 533 $ 13,401 May 31, 2020 1,077 113 1,190 Six Months Ended U.S. South Africa Total May 31, 2021 $ 21,325 $ 969 $ 22,294 May 31, 2020 1,321 18 1,339 | The tables below summarize the Company’s revenue, long-lived assets and total assets as of November 30, 2020 and 2019, respectively by geographic region. The Company’s long-lived assets consist of patent rights, property and equipment, and deposits for equipment: Revenue US Canada South Africa Total 2020 $ 15,497,606 $ — $ 1,068,689 $ 16,566,295 2019 536,471 — 387,948 924,419 Long-lived assets US Canada South Africa Total 2020 $ 3,850,727 $ — $ 274,893 $ 3,850,727 2019 614,027 3,184 — 617,211 Total Assets US Canada South Africa Total 2020 $ 18,524,699 $ — $ 2,691,421 $ 21,216,120 2019 2,307,257 50,415 1,208,747 3,566,419 |
OPERATIONS AND MANAGEMENT PLA_2
OPERATIONS AND MANAGEMENT PLANS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | Jan. 19, 2021 | |
Cumulative loss | $ (48,450,000) | $ (48,450,000) | $ (50,215,000) | $ (37,662,123) | |||
Revenue | 13,401,000 | $ 1,190,000 | 22,294,000 | $ 1,339,000 | 16,566,295 | 924,419 | |
Income from operations | $ 2,023,000 | $ (853,000) | 1,612,000 | $ (2,477,000) | $ (4,308,832) | $ (3,288,537) | |
Increase (decrease) in sales | 21,000,000 | ||||||
Increase (decrease) in cash | 1,200,000 | ||||||
Increase (decrease) in restricted cash | $ (5,500,000) | ||||||
Revolving Credit Facility [Member] | |||||||
Line of credit amount | $ 5,000,000 | ||||||
Revolving Credit Facility [Member] | |||||||
Line of credit amount | $ 1,500,000 |
OPERATIONS AND MANAGEMENT PLA_3
OPERATIONS AND MANAGEMENT PLANS (Details Narrative 1) - USD ($) | Jan. 19, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 |
Nature of operations and going concern [Abstract] | |||||||
Cumulative loss | $ (48,450,000) | $ (48,450,000) | $ (50,215,000) | $ (37,662,123) | |||
Amount raised from warrant exercises | 1,217,000 | $ 3,218,000 | 7,223,979 | ||||
Revenue | $ 13,401,000 | $ 1,190,000 | 22,294,000 | 1,339,000 | 16,566,295 | 924,419 | |
NET CASH USED IN OPERATING ACTIVITIES | $ (2,864,000) | $ (1,617,000) | 2,537,755 | $ (3,772,234) | |||
Sales increased | 15,600,000 | ||||||
Cash and restricted cash | $ 8,500,000 | ||||||
Description of revolving line of credit | The Company entered into a $5,000,000 revolving line of credit, secured by the Company’s accounts receivable and inventory and another $1,500,000 line of credit |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Shipping and handling costs | $ 1,375,827 | $ 21,487 | ||||
Advertising Expense | 1,047,605 | 366,786 | ||||
Research and development expense | 43,992 | 158,105 | ||||
Restricted cash - current | $ 862,000 | $ 862,000 | 6,389,000 | |||
Long-term restricted cash | 92,000 | 92,000 | ||||
Accounts receivable | 1,235,000 | 1,235,000 | 834,000 | $ 438,255 | ||
Commissions | 0 | $ 10,000 | 300,000 | $ 10,000 | 565,393 | |
Accrued of reserve | 195,000 | |||||
Right-of-use-asset, net | 1,224,000 | 1,224,000 | 1,200,000 | |||
Operating lease liabilities, current | $ 232,000 | $ 232,000 | $ 257,000 | |||
Patents [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortized estimated useful life patent | 15 years | |||||
Computer Hardware and Software [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 3 years | |||||
Computer Hardware and Software [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 7 years | |||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 3 years | |||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 7 years | |||||
Machinery and Equipment [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 3 years | |||||
Machinery and Equipment [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 7 years | |||||
Leasehold Improvements [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 3 years | |||||
Leasehold Improvements [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 7 years |
ACQUISITIONS _ BUSINESS COMBI_3
ACQUISITIONS / BUSINESS COMBINATION (Details) - USD ($) | May 12, 2021 | May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 |
Asset Acquisition [Line Items] | ||||
Inventory | $ 6,607,000 | $ 4,817,000 | $ 959,748 | |
Property and equipment | 1,187,000 | 1,220,000 | 321,288 | |
Intangible assets | $ 3,626,000 | $ 811,000 | $ 99,002 | |
Kore [Member] | ||||
Asset Acquisition [Line Items] | ||||
Accounts receivable | $ 465,000 | |||
Prepaid expenses | 165,000 | |||
Inventory | 82,000 | |||
Property and equipment | 180,000 | |||
Intangible assets | 2,810,000 | |||
Total acquired assets | $ 3,702,000 |
ACQUISITIONS _ BUSINESS COMBI_4
ACQUISITIONS / BUSINESS COMBINATION (Details 1) - USD ($) $ in Thousands | May 31, 2021 | Nov. 30, 2020 | May 05, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 651 | $ 651 | |
Roboro [Member] | |||
Business Acquisition [Line Items] | |||
Property and equipment | $ 67 | ||
Goodwill | 651 | ||
Right-of-use asset, net | 54 | ||
Loan payable | (123) | ||
Operating lease liability, current | (35) | ||
Operating lease liability, noncurrent | (19) | ||
Other net asset (liabilities) | (38) | ||
Net Assets | $ 557 |
ACQUISITIONS _ BUSINESS COMBI_5
ACQUISITIONS / BUSINESS COMBINATION (Details Narrative) - USD ($) | May 12, 2021 | May 05, 2020 | May 31, 2020 | May 31, 2020 | Nov. 30, 2020 |
Business Acquisition [Line Items] | |||||
Subscription agreements, total amount | $ 556,000 | $ 556,000 | $ 555,556 | ||
Roboro [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest acquired | 100.00% | ||||
Fair value of consideration | $ 600,000 | ||||
Consideration paid in cash | $ 500,000 | ||||
Stock closing price | $ 4 | ||||
Fair market value of common stock | $ 600,000 | ||||
Transaction costs | $ 2,000 | ||||
Roboro [Member] | Subscription Agreements [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of shares acquired | 138,889 | ||||
Business acquisition, share price | $ 3.60 | ||||
Subscription agreements, total amount | $ 500,000 | ||||
Kore [Member] | |||||
Business Acquisition [Line Items] | |||||
Asset acquisition cost | $ 3,702,000 | ||||
Asset acquisition-related expenses | $ 200,000 |
REVERSE STOCK SPLIT (Details Na
REVERSE STOCK SPLIT (Details Narrative) | Apr. 27, 2021 | May 31, 2021$ / shares | Nov. 30, 2020$ / shares | Nov. 30, 2019$ / shares |
Reverse Stock Split [Abstract] | ||||
Reverse stock split | 1-for-10 | |||
Stock split ratio | 0.10 | |||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
RESTRICTED CASH (Details Narrat
RESTRICTED CASH (Details Narrative) - USD ($) | May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 |
Restricted Cash [Abstract] | |||
Restricted cash - current | $ 862,000 | $ 6,389,000 | |
Long-term restricted cash | $ 92,000 | $ 92,000 | $ 92,000 |
REVENUE, DEFERRED REVENUE AND_3
REVENUE, DEFERRED REVENUE AND ACCOUNTS RECEIVABLE (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 | |
Revenue, Deferred Revenue And Accounts Receivable [Abstract] | |||
Deferred revenue balance, beginning of period | $ 4,902,000 | $ 11,000 | $ 10,842 |
Net additions to deferred revenue during the period | 18,100,000 | 18,826,000 | 0 |
Reductions in deferred revenue for revenue recognized during the period | (21,327,000) | (13,935,000) | |
Deferred revenue balance, end of period | $ 1,675,000 | $ 4,902,000 | $ 11,000 |
REVENUE, DEFERRED REVENUE AND_4
REVENUE, DEFERRED REVENUE AND ACCOUNTS RECEIVABLE (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 13,401,000 | $ 1,190,000 | $ 22,294,000 | $ 1,339,000 | $ 16,566,295 | $ 924,419 |
Wholesale (Dealer/Distributors and Large End-Users) [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | 2,107,000 | 356,000 | 3,776,000 | 290,000 | 2,952,825 | 602,838 |
E-commerce [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | 11,294,000 | 834,000 | 18,518,000 | 1,049,000 | 13,613,470 | 321,581 |
Byrna HD [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | 13,356,000 | 1,100,000 | 22,249,000 | 1,227,000 | 16,322,482 | 850,404 |
40mm [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 45,000 | $ 90,000 | $ 45,000 | $ 112,000 | $ 243,813 | $ 74,015 |
REVENUE, DEFERRED REVENUE AND_5
REVENUE, DEFERRED REVENUE AND ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Feb. 28, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Product liability | $ 200,000 | |||||
Product liability incurred | $ 60,000 | |||||
Commissions | 0 | $ 10,000 | $ 300,000 | $ 10,000 | $ 565,393 | |
Allowance for doubtful accounts | 10,000 | $ 10,000 | $ 10,000 | |||
Service warranties term | 3 years | 3 years | ||||
Description of standard product warranty | Products purchased include a standard warranty that cannot be purchased separately. This allows customers to return defective products for repair or replacement within one year of sale. | |||||
Description of extended product warranty | The Company also sells an extended warranty for the same terms over three years. The extended 3-year warranty can be purchased separately from the product and therefore, must be classified as a service warranty. Since a warranty for the first year after sale is included and non-separable from all launcher purchases, the Company considers this extended warranty to represent a service obligation during the second and third years after sale. | |||||
Shipping and Handling [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Selling, general and administrative expense | $ 600,000 | $ 3,000 | $ 1,300,000 | $ 10,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 1,929,000 | $ 1,777,000 | $ 671,164 |
Less: accumulated depreciation | 742,000 | 557,000 | 349,876 |
Total | 1,187,000 | 1,220,000 | 321,288 |
Computer Equipment and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 259,000 | 204,000 | 116,348 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 189,000 | 105,000 | 20,998 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 229,000 | 144,000 | 26,471 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 1,252,000 | $ 1,324,000 | $ 507,347 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Depreciation expense | $ 100,000 | $ 10,000 | $ 217,000 | $ 77,000 | $ 177,181 | $ 46,844 |
Deposit for equipment | 678,000 | 678,000 | 619,000 | 196,921 | ||
Sales-type lease net book value | 100,000 | 100,000 | ||||
Machinery and Equipment [Member] | ||||||
Deposit for equipment | $ 700,000 | $ 700,000 | $ 600,000 | $ 196,921 | ||
Machinery and Equipment [Member] | Minimum [Member] | ||||||
Useful lives | P3Y | |||||
Machinery and Equipment [Member] | Maximum [Member] | ||||||
Useful lives | P7Y | |||||
Computer Equipment and Software [Member] | Minimum [Member] | ||||||
Useful lives | P3Y | |||||
Computer Equipment and Software [Member] | Maximum [Member] | ||||||
Useful lives | P7Y | |||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||
Useful lives | P3Y | |||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||
Useful lives | P7Y | |||||
Leasehold Improvements [Member] | Minimum [Member] | ||||||
Useful lives | P3Y | |||||
Leasehold Improvements [Member] | Maximum [Member] | ||||||
Useful lives | P7Y |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 3,999,000 | $ 2,901,000 | $ 449,767 |
Work in process | 159,000 | 302,000 | 32,098 |
Finished goods | 2,449,000 | 1,614,000 | 477,883 |
Total | $ 6,607,000 | $ 4,817,000 | $ 959,748 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 |
Prepaid Expense and Other Assets, Current [Abstract] | |||
VAT receivables | $ 562,000 | $ 572,000 | $ 147,457 |
Advance payment for inventory | 232,000 | 677,000 | 7,470 |
Prepaid legal fees | 55,862 | ||
Prepaid insurance | 245,000 | 16,000 | |
Security deposit - MA lease | 92,000 | ||
Other | 243,000 | 126,000 | 74,516 |
Total | $ 1,282,000 | $ 1,391,000 | $ 377,305 |
PATENT RIGHTS (Details)
PATENT RIGHTS (Details) | Nov. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 64,874 |
2022 | 64,874 |
2023 | 64,874 |
2024 | 64,874 |
2025 | 64,874 |
Thereafter | 486,558 |
Total | $ 810,928 |
PATENT RIGHTS (Details Narrativ
PATENT RIGHTS (Details Narrative) - USD ($) | May 12, 2021 | Apr. 13, 2018 | Dec. 18, 2019 | May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Purchase of patents | $ 37,000 | $ 80,000 | $ 80,000 | ||||||
Value of common stock issued in exchange for Patent Rights | 697,000 | 696,799 | |||||||
Amortization of patent rights | $ 64,873 | $ 7,332 | |||||||
Patents [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Useful life of patents | 15 years | ||||||||
Amortization of patent rights | $ 10,000 | $ 20,000 | $ 30,000 | $ 30,000 | |||||
Purchase and Sale Agreement (Agreement) with Andre Buys [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amount for consideration portfolio | $ 100,000 | ||||||||
Legal costs to transfer patent rights | 10,000 | ||||||||
Purchase of patents | $ 100,000 | ||||||||
Term For second payment | 2 years | ||||||||
Purchase and Sale Agreement (Agreement) with Andre Buys [Member] | Patents [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Number of common stock issued in exchange for Patent Rights | 386,681 | ||||||||
Value of common stock issued in exchange for Patent Rights | $ 700,000 | ||||||||
Deferred compensation arrangement with individual share award granted amount | 800,000 | ||||||||
Cash Payment | $ 100,000 | ||||||||
Purchase and Sale Agreement (Agreement) with Andre Buys [Member] | Minimum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Useful life of patents | 15 years | ||||||||
Agreed to pay amount for discretion | $ 500,000 | ||||||||
Purchase and Sale Agreement (Agreement) with Andre Buys [Member] | Maximum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Useful life of patents | 20 years | ||||||||
Agreed to pay amount for discretion | $ 800,000 | ||||||||
Kore [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Payment for asset acquisition | $ 3,500,000 | ||||||||
Asset acquisition-related expenses | 200,000 | ||||||||
Asset acquisition cost | 3,702,000 | ||||||||
Capitalized key patents and intellectual property acquired | $ 2,800,000 | ||||||||
Kore [Member] | Minimum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Useful life of patents | 15 years | ||||||||
Kore [Member] | Maximum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Useful life of patents | 20 years |
PATENT RIGHTS (Details Narrat_2
PATENT RIGHTS (Details Narrative 1) - USD ($) | Apr. 13, 2018 | Dec. 18, 2019 | May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Purchase of patents | $ 37,000 | $ 80,000 | $ 80,000 | |||||
Value of common stock issued in exchange for Patent Rights | 697,000 | 696,799 | ||||||
Amortization of patent rights | 64,873 | $ 7,332 | ||||||
Minimum royalty payment | $ 25,000 | |||||||
Patents [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Useful life of patents | 15 years | |||||||
Amortization of patent rights | $ 10,000 | $ 20,000 | $ 30,000 | $ 30,000 | ||||
Purchase and Sale Agreement (Agreement) with Andre Buys [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amount for consideration portfolio | $ 100,000 | |||||||
Legal costs to transfer patent rights | 10,000 | |||||||
Purchase of patents | $ 100,000 | |||||||
Term For second payment | 2 years | |||||||
Purchase and Sale Agreement (Agreement) with Andre Buys [Member] | Patents [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Number of common stock issued in exchange for Patent Rights | 386,681 | |||||||
Value of common stock issued in exchange for Patent Rights | $ 700,000 | |||||||
Deferred compensation arrangement with individual share award granted amount | 800,000 | |||||||
Cash Payment | $ 100,000 | |||||||
Purchase and Sale Agreement (Agreement) with Andre Buys [Member] | Minimum [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Useful life of patents | 15 years | |||||||
Agreed to pay amount for discretion | $ 500,000 | |||||||
Purchase and Sale Agreement (Agreement) with Andre Buys [Member] | Maximum [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Useful life of patents | 20 years | |||||||
Agreed to pay amount for discretion | $ 800,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 |
Payables and Accruals [Abstract] | |||
Trade payables | $ 1,925,000 | $ 3,475,000 | $ 600,878 |
Accrued sales and use tax | 853,000 | 1,050,000 | |
Payroll accrual | 658,000 | 904,000 | |
Accrued commissions | 6,000 | 375,000 | |
Accrued professional fees | 227,000 | 217,000 | |
Accrued royalties | 122,000 | 180,000 | |
Warranty | 213,000 | 268,000 | |
Income taxes payable | 350,000 | ||
Other accrued liabilities | 217,000 | 160,000 | 38,999 |
Total | $ 4,571,000 | $ 6,629,000 | $ 639,877 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Feb. 10, 2021 | May 04, 2020 |
Loan forgiveness | $ 190,300 | |
Paycheck Protection Program [Member] | ||
Loan received | $ 200,000 | |
Loan forgiveness | $ 200,000 |
NOTES PAYABLE (Details Narrat_2
NOTES PAYABLE (Details Narrative 1) - USD ($) | May 04, 2020 | May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 |
Interest expense | $ 9,000 | $ 74,000 | $ 37,000 | $ 233,000 | $ 233,095 | $ 414,364 | |
Roboro [Member] | |||||||
Interest rate percentage | 7.00% | ||||||
Loan had a fair value | $ 122,548 | ||||||
Interest expense | $ 600 | ||||||
Debt payment terms | Payable within four months of the May 5, 2020 acquisition date | ||||||
Roboro [Member] | ZAR [Member] | |||||||
Fair value share | 2,261,564 | ||||||
Paycheck Protection Program [Member] | |||||||
Loan received | $ 200,000 | ||||||
Potential loan forgiveness percentage | 60.00% | ||||||
Interest rate percentage | 1.00% | ||||||
Current portion of loan | $ 75,480 | ||||||
Long-term portion of loan | $ 114,820 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Debt Instrument [Line Items] | ||
Proceeds | $ 5,068,265 | |
Series B Convertible Secured Debentures December Seven Two Zero One Six [Member] | ||
Debt Instrument [Line Items] | ||
Subordinate Secured Debentures | $ 1,041,835 | |
Proceeds | 1,041,835 | |
Compound embedded derivative | 285,612 | |
Carrying value | 756,223 | |
Series B Convertible Secured Debentures December Seven Two Zero One Six [Member] | Canada, Dollars | ||
Debt Instrument [Line Items] | ||
Subordinate Secured Debentures | $ 1,399,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 08, 2020 | Jun. 03, 2020 | Apr. 08, 2020 | Sep. 16, 2019 | Jul. 22, 2019 | May 20, 2019 | Apr. 22, 2019 | Oct. 22, 2018 | May 31, 2019 | May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | Aug. 31, 2020 | Jun. 01, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||||||||||
Number of shares issued for exchange of notes | 33,333 | |||||||||||||||||
Loss on extinguishment of debt | $ (6,027,000) | $ (6,027,000) | $ (6,026,654) | |||||||||||||||
Number of shares issued | 20,000 | |||||||||||||||||
Convertible notes payable, net | $ 2,758,578 | |||||||||||||||||
Convertible notes payable, noncurrent | 1,874,972 | |||||||||||||||||
Debt conversion price | $ 1.50 | |||||||||||||||||
interest expense | $ 9,000 | $ 74,000 | $ 37,000 | $ 233,000 | $ 233,095 | 414,364 | ||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of shares issued | 1,391 | |||||||||||||||||
Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of shares issued | 1,498,418 | |||||||||||||||||
Convertible Notes Payable [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Outstanding notes exchanged representing principal and accrued interest | $ 6,950,000 | |||||||||||||||||
Number of shares issued for exchange of notes | 1,391 | |||||||||||||||||
Original issuance price | $ 5,000 | |||||||||||||||||
Loss on extinguishment of debt | 6,026,657 | |||||||||||||||||
Unamortized discounts | 5,430,082 | |||||||||||||||||
Accrued interest | 374,631 | |||||||||||||||||
Convertible Debt [Member] | September 2019 Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Convertible notes payable, net | $ 0 | |||||||||||||||||
Maturity date | Jun. 30, 2021 | |||||||||||||||||
Interest rate percentage | 10.00% | |||||||||||||||||
Contractual rate and accretion of discount | 47.40% | |||||||||||||||||
Convertible Debt [Member] | July 2019 Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Convertible notes payable, net | $ 0 | |||||||||||||||||
Maturity date | Jun. 30, 2021 | |||||||||||||||||
Interest rate percentage | 10.00% | |||||||||||||||||
Contractual rate and accretion of discount | 45.79% | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Share price | $ 0.60 | |||||||||||||||||
Warrant [Member] | Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Accrued interest | $ 1,000 | |||||||||||||||||
Number of shares issued | 4,000 | |||||||||||||||||
Warrant [Member] | Convertible Notes Payable [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value of the consideration transferred | $ 11,831,370 | |||||||||||||||||
Warrant [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity date | Aug. 31, 2020 | Jul. 3, 2020 | ||||||||||||||||
Agreegate price of warrant | $ 3,300,000 | $ 3,300,000 | $ 3,200,000 | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
interest expense | $ 200,000 | |||||||||||||||||
Accretion amount | 800,000 | |||||||||||||||||
Convertible Notes Payable [Member] | October 2018 Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Convertible notes payable, net | $ 0 | |||||||||||||||||
Maturity date | Apr. 15, 2020 | |||||||||||||||||
Interest rate percentage | 10.00% | 10.00% | ||||||||||||||||
Contractual rate and accretion of discount | 50.54% | |||||||||||||||||
Number of units sold | 1,275 | |||||||||||||||||
Aggregate price of unit purchased | $ 1,275,000 | |||||||||||||||||
Description of transaction | (i) a $1,000 10% interest convertible promissory note (collectively the “October 2018 Notes”) due April 15, 2020, convertible into the Company’s common stock at a conversion price of $0.15 per share, and (ii) four thousand (4,000) warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before the five year anniversary of the issuance. | |||||||||||||||||
Convertible Notes Payable [Member] | October 2018 Notes [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt conversion price | $ 0.15 | |||||||||||||||||
Convertible Notes Payable [Member] | October 2018 Notes [Member] | Warrant [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Accrued interest | $ 426,019 | |||||||||||||||||
Number of shares issued | 5,100,000 | |||||||||||||||||
Convertible notes payable, net | $ 750,911 | |||||||||||||||||
Share price | $ 0.25 | |||||||||||||||||
Warrant exercised date | Oct. 23, 2023 | |||||||||||||||||
Agreegate price of warrant | $ 524,089 | |||||||||||||||||
Accretion amount | 413,702 | |||||||||||||||||
Adjustment to correction amount | 95,584 | |||||||||||||||||
Convertible Notes Payable [Member] | April/May 2019 Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Convertible notes payable, net | $ 1,191,821 | |||||||||||||||||
Maturity date | Apr. 15, 2020 | |||||||||||||||||
Interest rate percentage | 10.00% | 10.00% | 10.00% | |||||||||||||||
Contractual rate and accretion of discount | 72.35% | |||||||||||||||||
Number of units sold | 2,080.265 | 2,080.265 | ||||||||||||||||
Aggregate price of unit purchased | $ 2,080,265 | $ 2,080,265 | ||||||||||||||||
Description of transaction | (i) a $1,000 10% interest convertible promissory note (collectively the “April/May 2019 Notes”) due April 15, 2020, convertible into the Company’s common stock at a conversion price of $0.15 per share, and (ii) four thousand (4,000) warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before October 22, 2023. | (i) a $1,000 10% interest convertible promissory note (collectively the “April/May 2019 Notes”) due April 15, 2020, convertible into the Company’s common stock at a conversion price of $0.15 per share, and (ii) four thousand (4,000) warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before October 22, 2023. | ||||||||||||||||
Percentage of accretion of discount | 72.35% | |||||||||||||||||
Agreegate price of warrant | $ 888,444 | |||||||||||||||||
Interest from accretion of the discount | 457,570 | |||||||||||||||||
interest expense | $ 123,726 | |||||||||||||||||
Convertible Notes Payable [Member] | April/May 2019 Notes [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt conversion price | $ 0.15 | $ 0.15 | ||||||||||||||||
Convertible Notes Payable [Member] | April/May 2019 Notes [Member] | Warrant [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of shares issued | 8,321,060 | 8,321,060 | ||||||||||||||||
Share price | $ 0.25 | $ 0.25 | ||||||||||||||||
Warrant exercised date | Oct. 23, 2023 | Oct. 23, 2023 | ||||||||||||||||
Convertible Notes Payable [Member] | September 2019 Notes [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of shares issued | 3,272,000 | |||||||||||||||||
Convertible notes payable, net | $ 454,154 | |||||||||||||||||
Interest rate percentage | 10.00% | |||||||||||||||||
Number of units sold | 818 | |||||||||||||||||
Aggregate price of unit purchased | $ 818,000 | |||||||||||||||||
Description of transaction | (i) a $1,000 10% interest convertible promissory note (collectively the “September 2019 Notes”) due June 30, 2021, convertible into the Company’s common stock at a conversion price of $0.15 per share, and (ii) four thousand (4,000) warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before January 22, 2024. | |||||||||||||||||
Debt conversion price | $ 0.15 | |||||||||||||||||
Share price | $ 0.25 | |||||||||||||||||
Warrant exercised date | Jan. 22, 2024 | |||||||||||||||||
Agreegate price of warrant | $ 363,846 | |||||||||||||||||
Interest from accretion of the discount | 37,943 | |||||||||||||||||
interest expense | $ 16,808 | 16,808 | ||||||||||||||||
Convertible Notes Payable [Member] | September 2019 Notes [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Percentage of accretion of discount | 47.40% | |||||||||||||||||
Convertible Notes Payable [Member] | July 2019 Notes [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate percentage | 10.00% | |||||||||||||||||
Aggregate price of unit purchased | $ 2,282,500 | |||||||||||||||||
Description of transaction | (i) a $1,000 10% interest convertible promissory note (collectively the “July 2019 Notes”) due June 30, 2021, convertible into the Company’s common stock at a conversion price of $0.15 per share, and (ii) four thousand (4,000) warrants each exercisable for one share of common stock at an exercise price of $0.25 per share on or before January 22, 2024. | |||||||||||||||||
Debt conversion price | $ 0.15 | |||||||||||||||||
Share price | $ 0.25 | |||||||||||||||||
Warrant exercised date | Jan. 22, 2024 | |||||||||||||||||
interest expense | 81,920 | |||||||||||||||||
Accretion amount | $ 138,456 | |||||||||||||||||
Convertible Notes Payable [Member] | July 2019 Notes [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of shares issued | 9,130,000 | |||||||||||||||||
Convertible notes payable, net | $ 1,244,419 | |||||||||||||||||
Share price | $ 0.25 | |||||||||||||||||
Percentage of accretion of discount | 45.79% | |||||||||||||||||
Agreegate price of warrant | $ 1,038,081 | |||||||||||||||||
Subordinated Secured Debentures [Member] | Canada, Dollars | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Accrued interest | $ 1,035,930 | |||||||||||||||||
Convertible notes payable, net | $ 1,399,000 | |||||||||||||||||
Description of debt | (i) the allocation of basis to other instruments issued in the transaction, (ii) fees paid directly to the creditor and (iii) initial recognition at fair value, which is lower than face value. Discounts (premiums) are amortized through charges (credits) to interest expense over the term of the debt agreement. Amortization of debt discounts (premiums) amounted to CAD $98,924 ($73,201) during the year ended November 30, 2019 | The CAD $1,363,000 ($1,015,026) of Series B Secured Convertible Debentures (“Subordinate Secured Debentures”) were issued pursuant to a Trust Indenture agreement dated December 7, 2016 (the “Indenture”) in exchange for the Unsecured Debentures in equal principal amount and an additional CAD $36,000 ($26,640) of Series B Secured Convertible Debentures were issued pursuant to the Indenture in payment of accrued interest. These debentures matured on June 6, 2019 and accrued interest at 12% per annum, payable semi-annually. The debentures were secured by all of the Company’s assets. The principal amount, plus accrued interest, could have been converted at the option of the holder at any time during the term to maturity into shares of the Company’s common stock at a conversion price of $0.24 (CAD $0.31) per share, subject to anti-dilution protection with a minimum conversion price of $0.135 and for capital reorganization events. | ||||||||||||||||
Subordinated Secured Debentures [Member] | Canada, Dollars | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
interest expense | $ 67,007 |
LINES OF CREDIT (Details Narrat
LINES OF CREDIT (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
May 31, 2021 | May 31, 2021 | Jan. 19, 2021 | |
Debt issuance costs | $ 10 | $ 10 | |
Amortization of deferred debt issuance costs | 10 | 9 | |
Revolving Credit Facility [Member] | |||
Lines of credit capacity | $ 5,000 | ||
Line of credit | $ 1,500 | $ 1,500 | |
Line of credit facility, expiration date | Jan. 19, 2024 | ||
Unused fee percent | 0.25% | ||
Revolving Credit Facility [Member] | Minimum [Member] | |||
Interest rate percentage | 4.00% | 4.00% | |
Revolving Credit Facility [Member] | Prime Rate [Member] | |||
Interest rate spread | 0.50% | ||
Revolving Credit Facility [Member] | |||
Lines of credit capacity | $ 1,500 | ||
Line of credit facility, expiration date | Jan. 19, 2024 | ||
Unused fee percent | 0.25% | ||
Revolving Credit Facility [Member] | Minimum [Member] | |||
Interest rate percentage | 4.00% | 4.00% | |
Revolving Credit Facility [Member] | Prime Rate [Member] | |||
Interest rate spread | 0.50% |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Warrant [Member] | Nov. 30, 2020$ / sharesyr | Nov. 30, 2019$ / sharesyr |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Measurement input | 0.0035 | 0.0169 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Measurement input | 0.0157 | 0.0305 |
Measurement Input, Expected Dividend Rate [Member] | ||
Measurement input | 0 | 0 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Measurement input | 0.9828 | 1.50 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Measurement input | 1.0993 | 1.59 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Measurement input | yr | 3.54 | 4.35 |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Measurement input | yr | 3.77 | 5 |
Measurement Input, Exercise Price [Member] | ||
Measurement input | 0.25 | 0.25 |
Measurement Input, Market Price [Member] | ||
Measurement input | 0.25 | |
Measurement Input, Market Price [Member] | Minimum [Member] | ||
Measurement input | 0.14 | |
Measurement Input, Market Price [Member] | Maximum [Member] | ||
Measurement input | 0.16 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended | |
May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 | |
Equity [Abstract] | |||
Warrants outstanding, beginning of period | 585,739 | 45,787,219 | 26,041,160 |
Warrants granted | 2,146,836 | 22,223,058 | |
Warrants exercised | (486,684) | (42,076,668) | (2,476,999) |
Warrants outstanding, end of period | 99,055 | 585,739 | 45,787,219 |
Warrants exercisable, end of period | 99,055 | 5,857,386 | 45,037,219 |
Warrants outstanding, beginning of period, weighted average exercise price | $ 2.40 | $ 0.22 | $ 0.19 |
Warrants granted, weighted average exercise price | 0.25 | 0.25 | |
Warrants exercised, weighted average exercise price | 2.50 | 0.21 | 0.16 |
Warrants outstanding, end of period, weighted average exercise price | 1.91 | 2.40 | 0.22 |
Warrants exercisable, end of period, weighted average exercise price | $ 1.91 | $ 0.24 | $ 0.22 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) (Details 2) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Equity [Abstract] | ||
Total outstanding options, weighted average remaining contractual life | 2 years 9 months 25 days | 3 years 6 months 18 days |
Total exercisable options, weighted average remaining contractual life | 2 years 9 months 25 days | 3 years 6 months |
STOCKHOLDERS' EQUITY (DEFICIT_4
STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative) | Apr. 15, 2021shares | Apr. 09, 2021USD ($)$ / shares | Apr. 08, 2020USD ($)d$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Feb. 29, 2020shares | Jan. 31, 2020USD ($)shares | May 31, 2021USD ($)$ / sharesshares | May 31, 2020USD ($)$ / sharesshares | May 31, 2021USD ($)$ / sharesshares | May 31, 2020USD ($)$ / sharesshares | Nov. 30, 2020USD ($)$ / sharesshares | Nov. 30, 2019$ / sharesshares | Jun. 08, 2020$ / shares |
Number of shares issued | shares | 20,000 | ||||||||||||
Dividend payable | $ | $ 400,000 | ||||||||||||
Conversion price | $ / shares | $ 1.50 | ||||||||||||
Number of shares converted (in shares) | shares | 3,333 | ||||||||||||
Value of converted shares | $ | $ 5,000 | ||||||||||||
Number of series A preferred stock converted to common stock | shares | 4,636,649 | ||||||||||||
Preferred stock, par value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Number of shares issued upon conversion | shares | 695,498 | ||||||||||||
Warrant exercises | $ | $ 1,083,000 | $ 4,022,000 | $ 1,217,000 | $ 4,022,000 | $ 8,028,261 | ||||||||
Warrants granted | shares | 2,146,836 | 22,223,058 | |||||||||||
Number of warrant issued for consultant for marketing services | shares | 15,000 | ||||||||||||
Exercise price of warrants | $ / shares | $ 2.50 | $ 2.50 | $ 0.25 | ||||||||||
Proceeds from issuance of warrant | $ | $ 239,747 | ||||||||||||
Warrant inducement expense | $ | 845,000 | 845,000 | $ 845,415 | ||||||||||
Convertible Noteholders [Member] | |||||||||||||
Debt Instrument, Face Amount | $ | $ 100,000 | $ 100,000 | $ 124,603 | ||||||||||
Warrants granted | shares | 49,842 | 49,842 | |||||||||||
Number of warrant issued for consultant for marketing services | shares | 150,000 | ||||||||||||
Accrued interest satisfied by issuance of warrants | $ | $ 100,000 | $ 100,000 | $ 124,603 | ||||||||||
Exercise price of warrants | $ / shares | $ 2.50 | $ 2.50 | $ 0.25 | ||||||||||
Warrants issued to note holders for every $1,000 of accrued interest | shares | 400 | ||||||||||||
Warrants granted, exercisable period | 3 years 9 months 18 days | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Conversion price | $ / shares | $ 1.50 | ||||||||||||
Common Stock [Member] | |||||||||||||
Market price | $ / shares | $ 2.50 | ||||||||||||
Share issue price | $ / shares | $ 0.60 | ||||||||||||
Warrant exercises | $ | $ 2,000 | $ 2,000 | $ 42,010 | ||||||||||
Warrant exercises (in shares) | shares | 433,265 | 2,009,703 | 486,684 | 2,009,703 | 42,009,858 | ||||||||
Warrant [Member] | |||||||||||||
Number of shares issued | shares | 1,997,911 | 433,265 | 486,684 | 11,792 | |||||||||
Warrant exercises | $ | $ 3,200,000 | $ 1,000,000 | $ 1,200,000 | $ 20,000 | |||||||||
Warrant exercises (in shares) | shares | 1,997,911 | 433,265 | 486,684 | 11,792 | |||||||||
Warrants granted | shares | 15,000 | ||||||||||||
Exercise price of warrants | $ / shares | $ 1.60 | $ 2.50 | $ 1.80 | $ 2.50 | $ 1.80 | ||||||||
Warrant inducement expense | $ | $ 800,000 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Number of shares issued | shares | 1,391 | ||||||||||||
Value of shares issued | $ | $ 11,600,000 | ||||||||||||
Issue costs | $ | $ 29,000 | ||||||||||||
Fair value per share | $ / shares | $ 8,000 | ||||||||||||
Debt Instrument, Face Amount | $ | $ 7,000,000 | ||||||||||||
Dividend payable | $ | $ 1,000,000 | ||||||||||||
Dividend declared (in dollars per share) | $ / shares | $ 750 | ||||||||||||
Preferred stock, par value per share | $ / shares | $ 0.001 | ||||||||||||
Dividend record date | Apr. 12, 2021 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Share issue price | $ / shares | $ 5,000 | ||||||||||||
Percentage of dividend accured | 10.00% | ||||||||||||
Consecutive trading days | d | 20 |
STOCKHOLDERS' EQUITY (DEFICIT_5
STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative 1) | Feb. 10, 2021USD ($) | Oct. 25, 2020 | Jun. 08, 2020USD ($)$ / sharesshares | Jun. 03, 2020$ / sharesshares | Jun. 01, 2020USD ($)$ / sharesshares | Apr. 08, 2020USD ($)d$ / sharesshares | Aug. 31, 2020USD ($)shares | Jul. 30, 2020USD ($)$ / sharesshares | May 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Jan. 31, 2020USD ($)shares | Sep. 16, 2019USD ($)$ / sharesshares | Jul. 22, 2019USD ($)$ / sharesshares | May 20, 2019USD ($)$ / sharesshares | Apr. 22, 2019USD ($)$ / sharesshares | Oct. 22, 2018USD ($)$ / sharesshares | Aug. 31, 2020USD ($) | May 31, 2020USD ($)$ / shares | May 31, 2021$ / sharesshares | May 31, 2020USD ($)$ / shares | Nov. 30, 2020USD ($)$ / sharesshares | Nov. 30, 2019$ / sharesshares | Apr. 09, 2021USD ($) |
Number of shares issued | shares | 20,000 | ||||||||||||||||||||||
Debt extinguishment | $ | $ 6,026,657 | ||||||||||||||||||||||
Dividend payable | $ | $ 400,000 | ||||||||||||||||||||||
Debt instrument conversion price | $ 1.50 | ||||||||||||||||||||||
Number of shares converted (in shares) | shares | 33,333 | ||||||||||||||||||||||
Value of converted shares | $ | $ 5,000 | ||||||||||||||||||||||
Debt indebtedness | $ | $ 190,300 | ||||||||||||||||||||||
Number of warrant issued | shares | 2,290,373 | ||||||||||||||||||||||
Number of warrant issued for consultant for marketing services | shares | 15,000 | ||||||||||||||||||||||
Class of warrant or right grant date fair value | $ | 11,591,623 | ||||||||||||||||||||||
Exercise price of warrants | $ 2.50 | $ 0.25 | |||||||||||||||||||||
Warrant inducement expense | $ | $ (845,000) | $ (845,000) | $ (845,415) | ||||||||||||||||||||
Proceeds from issuance of warrant | $ | 239,747 | ||||||||||||||||||||||
Warrant fair value at reduced price | $ | $ 29,150 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Share issue price | $ 5,000 | ||||||||||||||||||||||
Percentage of dividend accured | 10.00% | ||||||||||||||||||||||
Consecutive trading days | d | 20 | ||||||||||||||||||||||
Debt indebtedness | $ | $ 250,000 | ||||||||||||||||||||||
Share price | $ 5,000 | ||||||||||||||||||||||
Description of conversion features | Holders of shares of Series A Preferred Stock are not entitled to vote with the holders of common stock, however, for so long as there are 423 shares of Series A Preferred Stock outstanding, the Company is required to obtain the consent of the holders of the Series A Preferred Stock to take certain corporate actions, including to incur indebtedness in excess of $250,000 in the aggregate. | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Number of shares issued | shares | 1,391 | ||||||||||||||||||||||
Debt extinguishment | $ | $ 11,591,623 | ||||||||||||||||||||||
Debt issue costs | $ | 29,150 | ||||||||||||||||||||||
Fair value of debt | $ | 8,333 | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ | $ 7,000,000 | ||||||||||||||||||||||
Dividend payable | $ | $ 1,000,000 | ||||||||||||||||||||||
Preferred stock, shares outstanding | shares | 0 | 1,391 | 0 | ||||||||||||||||||||
Security Purchase Agreements [Member] | |||||||||||||||||||||||
Warrant expiry date | Oct. 22, 2023 | ||||||||||||||||||||||
Number of warrant issued | shares | 1,498,418 | ||||||||||||||||||||||
Class of warrant or right grant date fair value | $ | $ 239,747 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.25 | ||||||||||||||||||||||
Warrant fair value at reduced price per share | 0.16 | ||||||||||||||||||||||
Warrant fair value at the contractual price | $ 0.25 | ||||||||||||||||||||||
Description of conversion features | The holders reflecting 4,000 warrants for each $1,000 of unpaid interest accrued on the Notes. | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Number of shares converted (in shares) | shares | 1,391 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Number of shares issued | shares | 1,498,418 | ||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Additional warrant issued | $ | $ 992,614 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.25 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Debt instrument conversion price | $ 1.50 | ||||||||||||||||||||||
Accredited Investors [Member] | Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Number of units issued | shares | 2,080.265 | 2,080.265 | 1,275 | ||||||||||||||||||||
Debt Instrument, Face Amount | $ | $ 2,080,265 | $ 2,080,265 | $ 1,275,000 | ||||||||||||||||||||
Units issued, price per unit | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||||
Secured convertible promissory note issued per unit | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||||
Interest rate percentage | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||
Debt instrument conversion price | $ 0.15 | $ 0.15 | $ 0.15 | ||||||||||||||||||||
Number of warrants granted per unit | shares | 4 | 4 | 4 | ||||||||||||||||||||
Number of securities called by each warrant | shares | 1 | 1 | 1 | ||||||||||||||||||||
Number of warrant issued | shares | 8,321,058 | 8,321,058 | 5,100,000 | ||||||||||||||||||||
Class of warrant or right grant date fair value | $ | $ 888,444 | $ 888,444 | $ 524,089 | ||||||||||||||||||||
Exercise price of warrants | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||||
Several Investors [Member] | Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Number of units issued | shares | 2,282.5 | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ | $ 2,282,500 | ||||||||||||||||||||||
Units issued, price per unit | $ 1,000 | ||||||||||||||||||||||
Secured convertible promissory note issued per unit | $ 1,000 | ||||||||||||||||||||||
Interest rate percentage | 10.00% | ||||||||||||||||||||||
Debt instrument conversion price | $ 0.15 | ||||||||||||||||||||||
Number of warrants granted per unit | shares | 4 | ||||||||||||||||||||||
Number of securities called by each warrant | shares | 1 | ||||||||||||||||||||||
Number of warrant issued | shares | 9,130,000 | ||||||||||||||||||||||
Class of warrant or right grant date fair value | $ | $ 1,038,081 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.25 | ||||||||||||||||||||||
Two Investors [Member] | Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Number of units issued | shares | 818 | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ | $ 818,000 | ||||||||||||||||||||||
Units issued, price per unit | $ 1,000 | ||||||||||||||||||||||
Secured convertible promissory note issued per unit | $ 1,000 | ||||||||||||||||||||||
Interest rate percentage | 10.00% | ||||||||||||||||||||||
Debt instrument conversion price | $ 0.15 | ||||||||||||||||||||||
Number of warrants granted per unit | shares | 4 | ||||||||||||||||||||||
Number of securities called by each warrant | shares | 1 | ||||||||||||||||||||||
Number of warrant issued | shares | 3,272,000 | ||||||||||||||||||||||
Class of warrant or right grant date fair value | $ | $ 363,846 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.25 | ||||||||||||||||||||||
Convertible Noteholders [Member] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ | $ 100,000 | 100,000 | $ 124,603 | ||||||||||||||||||||
Number of warrant issued | shares | 498,418 | 498,418 | |||||||||||||||||||||
Number of warrant issued for consultant for marketing services | shares | 150,000 | ||||||||||||||||||||||
Accrued interest satisfied by issuance of warrants | $ | $ 100,000 | $ 100,000 | $ 124,603 | ||||||||||||||||||||
Exercise price of warrants | $ 2.50 | $ 2.50 | $ 0.25 | ||||||||||||||||||||
Class Of Warrant Or Right Grants In Period | shares | 498,418 | ||||||||||||||||||||||
Number of warrants for every amount of accrued interest | 4,000 warrants for every $1,000 of accrued interest | ||||||||||||||||||||||
Warrants granted, exercisable period | 3 years 9 months 18 days | ||||||||||||||||||||||
Accrued interest per warrant | $ 124,603 | ||||||||||||||||||||||
Consultant Services [Member] | |||||||||||||||||||||||
Exercise price of warrants | $ 0.25 | ||||||||||||||||||||||
Class Of Warrant Or Right Grants In Period | shares | 150,000 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Number of warrant issued | shares | 19,979,107 | ||||||||||||||||||||||
Warrant [Member] | Security Purchase Agreements [Member] | Minimum [Member] | |||||||||||||||||||||||
Exercise price of warrants | $ 0.16 | ||||||||||||||||||||||
Warrant [Member] | Security Purchase Agreements [Member] | Minimum [Member] | Monte Carlo Simulation Model [Member] | |||||||||||||||||||||||
Exercise price of warrants | 0.16 | ||||||||||||||||||||||
Warrant [Member] | Security Purchase Agreements [Member] | Maximum [Member] | |||||||||||||||||||||||
Exercise price of warrants | 0.25 | ||||||||||||||||||||||
Warrant [Member] | Security Purchase Agreements [Member] | Maximum [Member] | Monte Carlo Simulation Model [Member] | |||||||||||||||||||||||
Exercise price of warrants | $ 0.25 | ||||||||||||||||||||||
Warrant [Member] | Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Number of shares issued | shares | 4,000 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Market price | $ 2.50 | ||||||||||||||||||||||
Share issue price | $ 0.60 | ||||||||||||||||||||||
Number of shares issued for service (in shares) | shares | 72,000 | ||||||||||||||||||||||
Share price | $ 0.60 | ||||||||||||||||||||||
Payroll expense | $ | $ 43,200 | ||||||||||||||||||||||
Common Stock [Member] | Security Purchase Agreements [Member] | |||||||||||||||||||||||
Number of warrant issued | shares | 3,200,000 | ||||||||||||||||||||||
Common Stock [Member] | Warrant [Member] | |||||||||||||||||||||||
Description of warrant issued | These warrants were issued on October 22, 2018, April 22, 2019, May 20, 2019, July 22, 2019, September 16, 2019 and January 15, 2020. | ||||||||||||||||||||||
Number of warrant issued | shares | 17,773,881 | 572,354 | 18,346,235 | 18,346,235 | 19,979,107 | ||||||||||||||||||
Agreegate price of warrant | $ | $ 3,300,000 | $ 3,300,000 | $ 3,200,000 | $ 3,300,000 | |||||||||||||||||||
Maturity date | Aug. 31, 2020 | Jul. 3, 2020 | |||||||||||||||||||||
Exercise price of warrants | $ 0.18 | $ 0.15 | $ 0.155 | ||||||||||||||||||||
Description of fair value of warrant | Fair value at the reduced price of $0.16 per warrant and fair value at the contractual price of $0.25. The fair values of the warrants at $0.16 and $0.25. | ||||||||||||||||||||||
Warrant inducement expense | $ | $ 845,415 | ||||||||||||||||||||||
Common Stock [Member] | Warrant [Member] | Minimum [Member] | |||||||||||||||||||||||
Exercise price of warrants | $ 0.16 | ||||||||||||||||||||||
Common Stock [Member] | Warrant [Member] | Maximum [Member] | |||||||||||||||||||||||
Exercise price of warrants | $ 0.25 | ||||||||||||||||||||||
Common Stock [Member] | Warrant [Member] | Two Consultants [Member] | |||||||||||||||||||||||
Description of warrant issued | On October 25, 2020, the Company notified holders of the October 2018 warrants exercisable at $0.25 that it was exercising its early termination right and that the respective warrants would expire November 27, 2020. Between October 25, 2020 and November 27, 2020, holders of 1,890,787 warrants issued during the October 2018 financing and outstanding as of October 25, 2020 exercised warrants for 1,890,787 shares of common stock, generating approximately $470,000. | ||||||||||||||||||||||
Number of warrant issued | shares | 750,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.155 | ||||||||||||||||||||||
Common Stock [Member] | Warrant [Member] | Consultants [Member] | |||||||||||||||||||||||
Number of shares issued | shares | 750,000 | 117,925 | |||||||||||||||||||||
Number of warrant issued | shares | 117,925 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.155 | $ 0.18 | |||||||||||||||||||||
Proceeds from issuance of warrant | $ | $ 683,190 | $ 21,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - RSUs [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Nov. 30, 2020 | |
Outstanding, beginning of period | 15,735,000 | |
Granted | 174,493 | 15,735,000 |
Outstanding, end of period | 1,747,993 | 15,735,000 |
Outstanding at beginning of year, weighted average exercise price (per share) | $ 1.55 | |
Granted during the year, weighted average exercise price (per share) | 1.55 | |
Outstanding at end of year, weighted average exercise price (per share) | $ 1.55 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended | |
May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 | |
Employee Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free rate | 2.00% | ||
Expected dividends | 0.00% | 0.00% | |
Expected volatility | 133.00% | ||
Expected life | 5 years | ||
Market price of the Company's common stock on date of grant | $ 0.14 | ||
Exercise price | $ 0.14 | ||
Minimum [Member] | Employee Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free rate | 0.00% | ||
Expected volatility | 118.00% | ||
Expected life | 2 years | ||
Market price of the Company's common stock on date of grant | $ 0.19 | ||
Exercise price | $ 0.19 | ||
Maximum [Member] | Employee Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free rate | 1.68% | ||
Expected volatility | 144.00% | ||
Expected life | 5 years | ||
Market price of the Company's common stock on date of grant | $ 1.48 | ||
Exercise price | $ 1.50 | ||
Employees And Directors And Non Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free rate | 0.33% | ||
Expected dividends | 0.00% | ||
Employees And Directors And Non Employees [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 83.00% | ||
Expected life | 4 years | ||
Market price of the Company's common stock on date of grant | $ 14.74 | ||
Exercise price | $ 14.90 | ||
Employees And Directors And Non Employees [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 113.00% | ||
Expected life | 5 years | ||
Market price of the Company's common stock on date of grant | $ 19.70 | ||
Exercise price | $ 17 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) | 6 Months Ended | 12 Months Ended | |||||||||||
May 31, 2021$ / sharesshares | May 31, 2021$ / sharesshares | Nov. 30, 2020$ / sharesshares | Nov. 30, 2020$ / sharesshares | Nov. 29, 2020$ / sharesshares | Nov. 30, 2019$ / sharesshares | Nov. 30, 2019$ / sharesshares | Nov. 29, 2019$ / sharesshares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||||||
Outstanding, beginning | shares | 705,967 | [1] | 705,967 | [1] | 2,911,667 | 2,911,667 | 2,911,667 | 6,376,667 | 6,376,667 | 6,376,667 | |||
Granted | shares | 41,000 | 41,000 | 4,535,500 | 4,535,500 | 120,000 | 120,000 | |||||||
Expired | shares | (212,500) | (212,500) | (1,270,000) | (1,270,000) | |||||||||
Exercised | shares | (22,667) | (22,667) | (55,000) | (55,000) | |||||||||
Forfeited | shares | (82,250) | (82,250) | (120,000) | (120,000) | (2,315,000) | (2,315,000) | |||||||
Outstanding, ending | shares | 642,050 | [2] | 642,050 | [2] | 705,967 | [1] | 705,967 | [1] | 2,911,667 | 2,911,667 | |||
Exercisable, ending | shares | 642,050 | [2] | 642,050 | [2] | 5,059,667 | 5,059,667 | 1,411,667 | 1,411,667 | |||||
CAD [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||||||||||
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 2.40 | [1] | $ 0.19 | $ 0.22 | |||||||||
Weighted Average Exercise Price, Granted | 18.90 | 0.42 | 0.19 | ||||||||||
Weighted Average Exercise Price, Expired | (0.28) | (0.37) | |||||||||||
Weighted Average Exercise Price, Exercised | (per share) | (1.90) | $ (0.25) | |||||||||||
Weighted Average Exercise Price, Forfeited | (5.10) | (1.79) | (0.22) | ||||||||||
Weighted Average Exercise Price, Outstanding, Ending Balance | 3.60 | [2] | $ 2.40 | [1] | $ 0.19 | ||||||||
Weighted Average Exercise Price, Exercisable | [2] | $ 2.60 | |||||||||||
USD [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||||||||||
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 3.10 | [1] | 0.14 | $ 0.14 | $ 0.18 | $ 0.18 | |||||||
Weighted Average Exercise Price, Granted | 15.60 | 0.33 | 0.14 | ||||||||||
Weighted Average Exercise Price, Expired | (0.21) | (0.28) | |||||||||||
Weighted Average Exercise Price, Exercised | (1.50) | (0.19) | |||||||||||
Weighted Average Exercise Price, Forfeited | (4.20) | (1.38) | (0.17) | ||||||||||
Weighted Average Exercise Price, Outstanding, Ending Balance | 3 | [2] | $ 3.10 | [1] | $ 0.31 | $ 0.14 | $ 0.14 | ||||||
Weighted Average Exercise Price, Exercisable | [2] | $ 2.20 | |||||||||||
[1] | As of November 30, 2020 all options were governed by the 2017 Plan. | ||||||||||||
[2] | As of May 31, 2021 all options were governed by the 2020 Plan. |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details 3) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Total outstanding options, weighted average remaining contractual life | 2 years 9 months 25 days | 3 years 6 months 18 days |
Total exercisable options, weighted average remaining contractual life | 2 years 9 months 25 days | 3 years 6 months |
STOCK BASED COMPENSATION (Det_2
STOCK BASED COMPENSATION (Details 4) - Incentive Warrants [Member] - $ / shares | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free rate | 1.47% | 2.00% |
Expected dividends | 0.00% | 0.00% |
Expected volatility | 57.00% | 149.00% |
Expected life | 1 year 1 month | 3 years |
Market price of the Company's common stock on date of grant | $ 0.22 | $ 0.16 |
Exercise price | $ 0.25 | $ 0.16 |
STOCK BASED COMPENSATION (Det_3
STOCK BASED COMPENSATION (Details 5) - RSUs [Member] | 12 Months Ended |
Nov. 30, 2020$ / shares | |
Risk free rate | 0.26% |
Expected dividends | 0.00% |
Expected volatility | 121.00% |
Expected life | 3 years |
Minimum [Member] | |
Market price of the Company's common stock on date of grant | $ 1.41 |
Exercise price | 1.41 |
Maximum [Member] | |
Market price of the Company's common stock on date of grant | 1.58 |
Exercise price | $ 1.58 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | Oct. 23, 2020 | |
Number of options granted | 41,000 | 4,535,500 | 120,000 | ||||
Stock-based compensation expense | $ 800,000 | $ 10,000 | $ 1,546,000 | $ 648,000 | $ 1,252,366 | $ 218,154 | |
Number of warrants issued | 2,146,836 | 22,223,058 | |||||
Marketing Consultant [Member] | Incentive Warrants [Member] | |||||||
Stock-based compensation expense | $ 0 | 0 | $ 0 | $ 20,000 | |||
Number of warrants issued | 0 | 15,000 | |||||
RSUs [Member] | |||||||
Stock-based compensation expense | $ 536,069 | ||||||
Number of units outstanding | 1,747,993 | 1,747,993 | 15,735,000 | ||||
Number of units granted | 174,493 | 15,735,000 | |||||
2017 Stock Option Plan (2017 Plan) [Member] | |||||||
Number of shares reserved for issuance | 1,899,327 | 1,899,327 | |||||
2017 Stock Option Plan (2017 Plan) [Member] | Employees and Directors [Member] | |||||||
Number of options granted | 391,750 | ||||||
Stock-based compensation expense | 10,000 | $ 600,000 | |||||
2017 Stock Option Plan (2017 Plan) [Member] | Non Employees [Member] | |||||||
Number of options granted | 11,000 | ||||||
Stock-based compensation expense | 20,000 | $ 20,000 | |||||
2020 Equity Incentive Plan (2020 Plan) [Member] | |||||||
Number of shares reserved for issuance | 25,000,000 | ||||||
2020 Equity Incentive Plan (2020 Plan) [Member] | Employees and Directors [Member] | |||||||
Number of options granted | 29,000 | ||||||
Options vest over period terms | 3 years | ||||||
Stock-based compensation expense | $ 90,000 | $ 170,000 | |||||
Number of options forfeited | 66,000 | 82,250 | |||||
Number of options forfeited, value | $ 60,000 | $ 93,000 | |||||
2020 Equity Incentive Plan (2020 Plan) [Member] | Non Employees [Member] | |||||||
Number of options granted | 0 | ||||||
Stock-based compensation expense | 20,000 | $ 20,000 | |||||
2020 Equity Incentive Plan (2020 Plan) [Member] | RSUs [Member] | |||||||
Stock-based compensation expense | $ 700,000 | $ 0 | $ 1,400,000 | $ 0 | |||
Number of units granted | 174,493 | 0 | 174,493 | 0 | |||
2020 Equity Incentive Plan (2020 Plan) [Member] | RSUs [Member] | Non Employees [Member] | |||||||
Stock-based compensation expense | $ 70,000 | $ 0 | $ 70,000 | $ 0 | |||
2020 Equity Incentive Plan (2020 Plan) [Member] | RSUs [Member] | Double Trigger Vesting [Member] | |||||||
Description of vesting | (1) one-third of the RSUs are not subject to any market trigger, the second one-third of the RSUs will be triggered when the Company’s stock trades above $30.00 on a 20-day VWAP, and the final one-third of the RSUs will be triggered when the stock trades above $40.00 on a 20-day VWAP and (2) the employee must remain employed by the Company for three years from the effective date for the RSUs to vest. | ||||||
Number of units granted | 159,000 | ||||||
2020 Equity Incentive Plan (2020 Plan) [Member] | RSUs [Member] | Time Trigger Vesting [Member] | |||||||
Number of units outstanding | 300,000 | ||||||
Number of units granted | 15,493 | ||||||
Vesting period | 1 year |
STOCK-BASED COMPENSATION (Det_5
STOCK-BASED COMPENSATION (Details Narrative 1) - USD ($) | Oct. 23, 2020 | Aug. 31, 2020 | May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | Dec. 19, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price of warrants | $ 2.50 | $ 2.50 | $ 0.25 | ||||||
Number of options granted | 41,000 | 4,535,500 | 120,000 | ||||||
Number of options vested | 3,417,500 | 925,000 | |||||||
Stock-based compensation expense | $ 800,000 | $ 10,000 | $ 1,546,000 | $ 648,000 | $ 1,252,366 | $ 218,154 | |||
Tax benefit from stock based compensation reserved in valuation allowance | 25,318 | 0 | |||||||
Expense related to non-vested stock-based compensation | $ 7,720,448 | $ 30,715 | |||||||
Non-vested awards not yet recognized expected term | 2 years 9 months 7 days | 1 year 4 months 24 days | |||||||
Number of warrant issued | 2,290,373 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 536,069 | ||||||||
Incentive Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price of warrants | $ 3 | ||||||||
Expense related to non-vested stock-based compensation | $ 15,434 | $ 0 | |||||||
Number of warrant issued | 150,000 | ||||||||
Agreegate price of warrant | $ 7,969 | ||||||||
Employees and directors [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Employee Benefits and Share-based Compensation | $ 675,545 | $ 31,530 | |||||||
Non employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of options vested | 110,000 | 83,000 | |||||||
Employee Benefits and Share-based Compensation | $ 193,000 | $ 0 | |||||||
Consultant Two [Member] | Incentive Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of warrant issued to each consultant | 750,000 | ||||||||
Consultant One [Member] | Incentive Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares reserved for issuance | 683,190 | ||||||||
Number of warrant issued to each consultant | 750,000 | ||||||||
Share issue price | $ 0.155 | ||||||||
Revised Stock Option Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares reserved for issuance | 18,993,274 | ||||||||
2020 Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of options granted | 25,000,000 | ||||||||
2020 Equity Incentive Plan [Member] | Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of options granted | 9,000,000 | 6,735,000 | |||||||
Description of restricted stock units | (1) one-third of the RSUs will be triggered when the Company’s stock trades above $2.00 on a 20-day volume weighted average closing price (“VWAP”), the second one-third of the RSUs will be triggered when the Company’s stock trades above $3.00 on a 20-day VWAP, and the final one-third of the RSUs will be triggered when the stock trades above $4.00 on a 20-day VWAP and (2) the employee must remain employed by the Company for three years from the effective date for the RSUs to vest. | (1) one-third of the RSUs are not subject to any performance trigger, the second one-third of the RSUs will be triggered when the Company’s stock trades above $3.00 on a 20-day VWAP, and the final one-third of the RSUs will be triggered when the stock trades above $4.00 on a 20-day VWAP and (2) the employee must remain employed by the Company for three years from the effective date for the RSUs to vest. |
INCOME (LOSS) PER SHARE _ EAR_3
INCOME (LOSS) PER SHARE / EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 688,000 | 8,093,036 | 586,493 | 8,093,036 | 75,018,543 | 48,698,886 |
Series A Preferred Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 4,636,667 | 4,636,667 | 46,366,490 | |||
Warrant [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 2,783,702 | 2,783,702 | 5,857,386 | 45,787,219 | ||
Stock Options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 638,000 | 672,667 | 518,000 | 672,667 | 7,059,667 | 2,911,667 |
RSUs [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 50,000 | 68,493 | ||||
Restricted Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 15,735,000 |
INCOME (LOSS) PER SHARE _ EAR_4
INCOME (LOSS) PER SHARE / EARNINGS PER SHARE (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||
Net income (loss) | $ 2,037,000 | $ (8,061,000) | $ 1,765,000 | $ (10,346,000) | $ (12,553,325) | $ (4,409,785) |
Net income applicable to preferred stock | (1,043,000) | (1,043,000) | ||||
Income available to common shareholders | $ 994,000 | $ (8,061,000) | $ 722,000 | $ (10,346,000) |
INCOME (LOSS) PER SHARE _ EAR_5
INCOME (LOSS) PER SHARE / EARNINGS PER SHARE (Details 2) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||
Weight-average common shares outstanding- basic | 17,800,749 | 12,068,759 | 16,359,496 | 11,271,719 | ||
Assumed conversion of: | ||||||
Dilutive Stock Options | 597,214 | 600,918 | ||||
Dilutive Warrants | 304,883 | 399,332 | ||||
Dilutive RSUs | 286,385 | 244,385 | ||||
Weighted-average common share outstanding- diluted | 18,989,231 | 12,068,759 | 17,604,131 | 11,271,719 | 126,787,466 | 103,543,833 |
INCOME (LOSS) PER SHARE _ EAR_6
INCOME (LOSS) PER SHARE / EARNINGS PER SHARE (Details Narrative) - shares | 3 Months Ended | 6 Months Ended |
May 31, 2021 | May 31, 2021 | |
Earnings Per Share [Abstract] | ||
Contingently issuable shares | 1,155,000 | 1,155,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2018 | |
Related Party Transaction [Line Items] | |||||||
Number of options granted | 41,000 | 4,535,500 | 120,000 | ||||
Stock Issued During Period, Value, Purchase of Assets | $ 697,000 | $ 696,799 | |||||
Issuance of common stock for services (in shares) | 3,000,000 | ||||||
Value of common stock issued for services | 118,000 | ||||||
Andre Buys [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payments for royalties | $ 200,000 | 1,000 | 204,813 | $ 8,333 | |||
Accrued royalties payable | $ 100,000 | 100,000 | $ 300,000 | ||||
Number of options granted | 150,000 | ||||||
Stock-based compensation expense | $ 2,000 | $ 4,000 | 6,000 | 8,000 | |||
Issuance of common stock for services (in shares) | 3,866,810 | ||||||
Value of common stock issued for services | $ 696,799 | ||||||
Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly rent, utilities and maintenance charge | $ 2,000 | ||||||
Related party transaction, amounts of expenses | $ 10,000 | $ 20,000 | $ 51,876 | ||||
Issuance of common stock for services (in shares) | 360,000 | ||||||
Patents [Member] | Andre Buys [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, Purchase of Assets | 386,681 | ||||||
Stock Issued During Period, Value, Purchase of Assets | $ 700,000 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2018 | |
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares, issued for services | 3,000,000 | ||||||
Value of common stock issued for services | $ 118,000 | ||||||
Stock-based compensation expense | $ 800,000 | $ 10,000 | $ 1,546,000 | 648,000 | $ 1,252,366 | $ 218,154 | |
Number of options expired | 212,500 | 1,270,000 | |||||
Andre Buys [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payments for Royalties | 200,000 | 1,000 | $ 204,813 | $ 8,333 | |||
Stock issued during period, shares, issued for services | 3,866,810 | ||||||
Value of common stock issued for services | $ 696,799 | ||||||
Allocated Share-based Compensation Expense | 2,000 | 4,000 | 6,000 | 8,000 | |||
Stock-based compensation expense | 16,909 | $ 16,909 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,500,000 | ||||||
Due to Related Parties | $ 100,000 | 100,000 | $ 300,000 | ||||
Directors And Management [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares, issued for services | 805,883 | 1,744,937 | |||||
Value of common stock issued for services | $ 386,382 | $ 272,339 | |||||
Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares, issued for services | 360,000 | ||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 | $ 20,000 | $ 51,876 | ||||
Related Party Transaction, Monthly Amounts of Transaction | $ 2,000 | ||||||
Officers [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Units issued for services rendered | 95,000 | ||||||
Bryan Ganz [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | 16,960 | $ 23,600 | |||||
Utilities and maintenance charge | $ 2,000 | ||||||
Directors And Officers [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of units issued in April 22, 2019, May 20, 2019 and July 22, 2019 financing | 316 | ||||||
Proceeds from units issued | $ 315,588 |
LEASES (Details)
LEASES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
May 31, 2021 | May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 | |
Lease Cost: | ||||
Operating lease cost | $ 87,000 | $ 179,000 | $ 198,402 | |
Short-term lease cost | 5,000 | 5,000 | 24,560 | |
Variable lease cost | 8,696 | |||
Total lease cost | $ 92,000 | 184,000 | 231,658 | $ 60,316 |
Other Information: | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | 156,000 | 309,642 | ||
Operating lease liabilities arising from obtaining right-of-use assets | $ 182,000 | $ 1,336,153 | ||
Operating Leases, Weighted average remaining lease term (in years) | 4 years 8 months 12 days | 4 years 8 months 12 days | 4 years 10 months 24 days | |
Operating Leases, Weighted average discount rate | 9.30% | 9.30% | 8.40% |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | May 31, 2021 | Nov. 30, 2020 |
Leases [Abstract] | ||
2021 | $ 161,000 | $ 335,317 |
2022 | 315,000 | 259,261 |
2023 | 282,000 | 213,859 |
2024 | 290,000 | 216,866 |
2025 | 187,000 | 188,913 |
Thereafter | 157,000 | 97,086 |
Total lease payments | 1,392,000 | 1,311,302 |
Less: imputed interest | 255,000 | 225,689 |
Operating Lease, Liability, Total | $ 1,137,000 | $ 1,085,613 |
LEASES (Details 2)
LEASES (Details 2) $ in Thousands | May 31, 2021USD ($) |
Leases [Abstract] | |
Net minimum lease payments to be received | $ 121 |
Less: unearned interest income portion | 14 |
Net investment in sales-type leases | 107 |
Less: current portion | 44 |
Net investment in sales-type leases, non-current | $ 63 |
LEASES (Details 3)
LEASES (Details 3) $ in Thousands | May 31, 2021USD ($) |
Leases [Abstract] | |
2021 (six months) | $ 27 |
2022 | 54 |
2023 | 40 |
Total future minimum sales-type lease payments | 121 |
Less: unearned income | 14 |
Total net investment in sales-type leases | $ 107 |
LEASES (Details 4)
LEASES (Details 4) | Nov. 30, 2019USD ($) |
Product Liability Contingency [Line Items] | |
2020 | $ 68,442 |
2021 | 148,173 |
2022 | 125,618 |
2023 | 120,979 |
2024 | 123,986 |
2025 and beyond | 300,660 |
Wilmington/Andover, MA [Member] | |
Product Liability Contingency [Line Items] | |
2020 | 24,987 |
2021 | 115,371 |
2022 | 117,972 |
2023 | 120,979 |
2024 | 123,986 |
2025 and beyond | 300,660 |
Fort Wayne, IN [Member] | |
Product Liability Contingency [Line Items] | |
2020 | 30,357 |
2021 | 30,585 |
2022 | 7,646 |
South Africa [Member] | |
Product Liability Contingency [Line Items] | |
2020 | 13,098 |
2021 | $ 2,217 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Feb. 28, 2022 | Nov. 30, 2020 | Jul. 25, 2020 | Aug. 31, 2022 | May 31, 2021 | Aug. 31, 2020 | Nov. 30, 2020 |
Allowance for tenant improvements | $ 210,490 | ||||||
Base rent | $ 2,540 | $ 7,740 | $ 4,461 | $ 114,180 | $ 3,700 | ||
Operating lease, right-of-use asset | $ 1,200,000 | $ 1,224,000 | 1,200,000 | ||||
Operating lease, liability, current | 257,000 | 232,000 | 257,000 | ||||
Operating lease, liability, noncurrent | 828,000 | $ 905,000 | $ 828,000 | ||||
Lease expiration date | Feb. 28, 2022 | Jul. 31, 2025 | Aug. 31, 2022 | Aug. 31, 2026 | Nov. 30, 2020 | ||
Sales-type lease term | 3 years | ||||||
Sales-type lease unguaranteed residual asset | $ 0 | ||||||
Wilmington/Andover, Massachusetts [Member] | |||||||
Allowance for tenant improvements | 200,000 | ||||||
Base rent | $ 100,000 | ||||||
Lease expiration date | Aug. 31, 2026 | ||||||
South Africa [Member] | |||||||
Base rent | $ 4,000 | $ 5,000 | |||||
Lease expiration date | Nov. 30, 2024 | ||||||
Fort Wayne, Indiana [Member] | Lease Termination Agreement [Member] | |||||||
Lease expiration date | Feb. 28, 2022 | ||||||
Termination fee | $ 20,000 | ||||||
Fort Wayne, Indiana [Member] | |||||||
Base rent | $ 8,000 | ||||||
Lease expiration date | Jul. 31, 2025 | ||||||
Las Vegas, Nevada [Member] | |||||||
Base rent | $ 4,000 | ||||||
Lease expiration date | Aug. 31, 2022 |
LEASES (Details Narrative 1)
LEASES (Details Narrative 1) - USD ($) | Feb. 28, 2022 | Jul. 25, 2020 | Aug. 31, 2022 | May 31, 2021 | May 31, 2021 | Aug. 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 |
Leases [Abstract] | ||||||||
Maximum allowance for tenant improvements | $ 210,490 | |||||||
Base rent | $ 2,540 | $ 7,740 | $ 4,461 | $ 114,180 | $ 3,700 | |||
Operating lease, right-of-use asset | $ 1,224,000 | $ 1,224,000 | 1,200,000 | |||||
Operating lease, liability, current | 232,000 | 232,000 | 257,000 | |||||
Operating lease, liability, noncurrent | 905,000 | 905,000 | $ 828,000 | |||||
Lease expiration date | Feb. 28, 2022 | Jul. 31, 2025 | Aug. 31, 2022 | Aug. 31, 2026 | Nov. 30, 2020 | |||
Lease expense | $ 92,000 | $ 184,000 | $ 231,658 | $ 60,316 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Loss before Income Taxes | $ (12,260,796) | $ (4,409,785) |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before Income Taxes | (13,572,909) | (4,199,856) |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before Income Taxes | $ 1,312,113 | $ (209,929) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Current expense (benefit): | ||||||
Federal | ||||||
State | ||||||
Foreign | 292,529 | |||||
Total current expense (benefit): | 292,529 | |||||
Deferred expense (benefit): | ||||||
Federal | ||||||
State | ||||||
Foreign | ||||||
Total deferred expense (benefit) | ||||||
Total income tax expense (benefit) | $ 183,000 | $ 0 | $ 183,000 | $ 0 | $ 292,529 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Income at US statutory rate | 21.00% | 21.00% | 21.00% | |||
State taxes, net of Federal benefit | 6.58% | 9.24% | ||||
Permanent differences | (13.60%) | (5.44%) | ||||
Foreign rate differential | (0.75%) | 0.34% | ||||
Valuation allowance | (12.30%) | (24.34%) | ||||
Other | (3.32%) | (0.79%) | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 8.20% | 0.00% | 9.40% | 0.00% | (2.39%) | 0.00% |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Income Tax Disclosure [Abstract] | ||
Depreciation | $ (270,488) | $ (88,502) |
Stock compensation | 334,898 | 96,033 |
Inventory reserve | 28,533 | 15,611 |
Bad debt reserve | 3,331 | |
Accrued payroll | 183,044 | |
Warranty reserve | 89,578 | |
Net operating loss ("NOL") carryforwards | 5,951,914 | 5,845,058 |
Total deferred tax assets | 6,320,808 | 5,868,199 |
Valuation allowance | (6,320,808) | (5,868,199) |
Net deferred tax assets (liabilities) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax expense | $ 183,000 | $ 0 | $ 183,000 | $ 0 | $ 292,529 | |
Effective tax rate | 8.20% | 0.00% | 9.40% | 0.00% | (2.39%) | 0.00% |
Statutory tax rate | 21.00% | 21.00% | 21.00% |
INCOME TAXES (Details Narrati_2
INCOME TAXES (Details Narrative 1) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Income Tax [Line Items] | ||
Federal non operating loss carry forward | $ 24,900,000 | |
State non operating loss carry forwards | 11,400,000 | |
Deferred tax assets, operating loss carryforwards, do not expire | 8,600,000 | |
Valuation allowance | (6,320,808) | $ (5,868,199) |
Increase of valuation allowance | $ 400,000 | |
NOL carryforwards cumulative period | 3 years | |
Ownership [Member] | ||
Income Tax [Line Items] | ||
Ownership percent | 50.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | |
May 31, 2021USD ($) | May 31, 2021USD ($)$ / Unit | Feb. 28, 2021USD ($) | |
Other Commitments [Line Items] | |||
Product liability | $ 200 | ||
Product liability incurred | $ 60 | ||
CO2 Pistols [Member] | |||
Other Commitments [Line Items] | |||
Initial royalty percentage of net price | 2.50% | ||
Net price per unit | $ / Unit | 167.60 | ||
Reduction in royalty percentage per year | 0.10% | ||
Minimum royalty percentage | 1.00% | ||
Initial royalty percentage for new products in category | 2.50% | ||
Fintail Projectiles [Member] | |||
Other Commitments [Line Items] | |||
Royalty percentage of net price | 4.00% | ||
Andre Buys [Member] | |||
Other Commitments [Line Items] | |||
Royalty commitment per year | $ 25 | $ 25 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative 1) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 31, 2019 | Nov. 30, 2018 | Jan. 31, 2019 | Nov. 30, 2018 | Aug. 31, 2018 | May 31, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Dec. 31, 2018 | |
Consulting Agreements [Line Items] | |||||||||
Value for shares issued for services | $ 118,000 | ||||||||
Number of common stock share issued for services | 3,000,000 | ||||||||
CLO[Member] | |||||||||
Consulting Agreements [Line Items] | |||||||||
Number of common stock share issued for services | 83,333 | 250,000 | |||||||
Monthly base salary of consultant after consulting agreement ends | $ 15,000 | ||||||||
President [Member] | |||||||||
Consulting Agreements [Line Items] | |||||||||
Value for shares issued for services | $ 200,000 | ||||||||
Number of common stock share issued for services | 500,000 | 500,000 | 833,333 | ||||||
Monthly base salary of consultant after consulting agreement ends | $ 20,000 | ||||||||
Consulting Agreement [Member] | |||||||||
Consulting Agreements [Line Items] | |||||||||
Number of common stock share issued for services | 416,666 | ||||||||
Consulting fees per month | $ 7,500 | ||||||||
Issuance of warrant for consultant | 750,000 | 10,000 |
EXCLUSIVE SUPPLY AND PURCHASE_2
EXCLUSIVE SUPPLY AND PURCHASE AGREEMENTS (Details Narrative) - Bip Manufacturer [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Term of agreement | 4 years | 4 years | |||
Additional term of agreement | 1 year | 1 year | |||
Purchases from manufacturer | $ 0 | $ 60 | $ 0 | $ 70 |
EXCLUSIVE SUPPLY AND PURCHASE_3
EXCLUSIVE SUPPLY AND PURCHASE AGREEMENTS (Details Narrative 1) - USD ($) | May 05, 2020 | May 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 |
Roboro [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of interest acquired | 100.00% | |||
Roboro Industries [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Term of agreement | 2 years | |||
Value of outstanding common shares acquired | $ 500,000 | |||
Minimum purchase commitments | $ 102,000 | $ 55,713 | ||
Bip Manufacturer [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Term of agreement | 4 years | 4 years | ||
Additional term of agreement | 1 year | 1 year | ||
Minimum purchase commitments | $ 205,132 | 195,733 | ||
Safariland Llc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Term of agreement | 4 years | |||
Additional term of agreement | 1 year | |||
Revenues from sales | $ 24,850 | $ 0 |
SEGMENT AND GEOGRAPHICAL DISC_3
SEGMENT AND GEOGRAPHICAL DISCLOSURES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Revenue | $ 13,401,000 | $ 1,190,000 | $ 22,294,000 | $ 1,339,000 | $ 16,566,295 | $ 924,419 |
Long-lived assets | 3,850,727 | 617,211 | ||||
Total Assets | 22,033,000 | 22,033,000 | 21,216,000 | 3,566,419 | ||
US [Member] | ||||||
Revenue | 12,868,000 | 1,077,000 | 21,325,000 | 1,321,000 | 15,497,606 | 536,471 |
Long-lived assets | 3,850,727 | 614,027 | ||||
Total Assets | 18,524,699 | 2,307,257 | ||||
South Africa [Member] | ||||||
Revenue | $ 533,000 | $ 113,000 | $ 969,000 | $ 18,000 | 1,068,689 | 387,948 |
Long-lived assets | 274,893 | |||||
Total Assets | $ 2,691,421 | 1,208,747 | ||||
Canada [Member] | ||||||
Long-lived assets | 3,184 | |||||
Total Assets | $ 50,415 |
SEGMENT AND GEOGRAPHICAL DISC_4
SEGMENT AND GEOGRAPHICAL DISCLOSURES (Details Narrative) | 12 Months Ended |
Nov. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
FINANCIAL INSTRUMENTS (Details
FINANCIAL INSTRUMENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Investments, All Other Investments [Abstract] | ||||||
Foreign exchange translation adjustment for the year | $ 120,000 | $ 132,000 | $ 178,000 | $ 96,000 | $ 66,545 | $ (4,115) |
Percentage of fluctuation in the US exchange rate | 10.00% | 10.00% |
FINANCIAL INSTRUMENTS (Detail_2
FINANCIAL INSTRUMENTS (Details Narrative 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | |
Investments All Other Investments [Line Items] | ||||||
Foreign exchange translation adjustment for the year | $ 120,000 | $ 132,000 | $ 178,000 | $ 96,000 | $ 66,545 | $ (4,115) |
Foreign currency translation gain (loss) | $ 214,000 | $ (5,000) | $ 192,000 | $ (9,000) | $ (91,399) | $ (12,031) |
Percentage of fluctuation in the US exchange rate | 10.00% | 10.00% | ||||
Inventory [Member] | Vendor Concentration [Member] | ||||||
Investments All Other Investments [Line Items] | ||||||
Concentration Risk, Percentage | 100.00% | |||||
Two Customer [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Investments All Other Investments [Line Items] | ||||||
Concentration Risk, Percentage | 37.00% | |||||
Two Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Investments All Other Investments [Line Items] | ||||||
Concentration Risk, Percentage | 77.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 10, 2021 | Jan. 19, 2021 | May 31, 2021 |
Line of credit | $ 1,500,000 | ||
Loan forgiveness | $ 190,300 | ||
Revolving Credit Facility [Member] | |||
Description of line of credit bears interest | The line of credit bears interest at a rate equal to the Wall Street Journal Prime Rate plus 0.50%, subject to a floor of 4.00%. | ||
Revolving Credit Facility [Member] | Equipment [Member] | |||
Line of credit | $ 5,000,000 | ||
Unused fee | 0.25% | ||
Revolving Credit Facility [Member] | Inventory [Member] | |||
Line of credit | $ 1,500,000 | ||
Unused fee | 0.25% |