Current Report Filing (8-k)
February 21 2020 - 4:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 13, 2020
Date of Report
Q BioMed
Inc.
(Exact name of registrant as specified in
its charter)
Nevada
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000-55535
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46-4013793
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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c/o Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY
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10017
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(Address of principal executive offices)
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(Zip Code)
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(212) 588-0022
Registrant’s telephone number, including
area code
Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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None
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None
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None
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
3.02 Unregistered Sales of Equity Securities.
On January 31, 2020, Q BioMed Inc. (the “Company”)
issued 378,573 shares to a note holder in exchange for the conversion of $378,573.49 of principal and interest on convertible notes.
On February 10, 2020, the Company issued
885,000 warrants to 11 consultants and service providers in exchange for services rendered. The warrants are exercisable into shares
of the Company’s common stock for five years from the date of issuance at an exercise price of $2.12 per share.
On February 10, 2020, the Company issued
1,500,000 warrants to two officers in exchange for services rendered. The warrants are exercisable into shares of the Company’s
common stock in six months from their issuance until five years from the date of issuance at an exercise price of $2.12 per share.
The issuance of the Securities mentioned
above qualified for the exemption from registration pursuant to section 4(a) of the securities act of 1933.
Item
7.01 Regulation FD Disclosure.
On February 13,
2020, we issued a press release entitled “Q BioMed Launches Non-Opioid Treatment for Metastatic Bone Pain”. A copy
of the press release is furnished herewith as Exhibit 99.1.
The information
in this Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. The information in
this Item 7.01 of this Form 8-K also shall not be deemed to be incorporated by reference into any filing under the Act or the Securities
Exchange Act of 1934, except to the extent that we specifically incorporate it by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Q BioMed Inc.
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Date: February 21, 2020
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By:
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/s/ Denis Corin
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Name:
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Denis Corin
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Title:
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President
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