Current Report Filing (8-k)
October 15 2019 - 9:35AM
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
October 11, 2019
Date of Report
Q
BioMed Inc.
(Exact name of registrant as specified in
its charter)
Nevada
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333-193328
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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
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10022
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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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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. ¨
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Item 1.01
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Entry into a Material Definitive Agreement
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On October 11,
2019, we entered into a securities purchase agreement with an accredited investor (the “Debenture Holder”) to place
Convertible Debentures (the “Debentures”) with a maturity date of eighteen months after the issuance thereof
in the aggregate principal amount of up to $750,000 (the “Transaction”), provided that in case of an event of
default, the Debentures may become at the Debenture Holder’s election immediately due and payable. The initial closing of
the Transaction occurred on October 11, 2019 when we issued a Debenture for $500,000. The second closing is scheduled for within
thirty days of October 11, 2109 provided that the Debenture Holder has converted a minimum of $250,000 of a different convertible
debenture previously issued to the Debenture Holder. The Debentures bear interest at the rate of 5.5% per annum. In
addition, we must pay to the Debenture Holder a fee equal to 2.5% of the amount of the Debentures to assist in their monitoring
costs for the Debentures.
The Debenture
Holder may convert a Debenture in its sole discretion at any time on or prior to maturity at the lower of $1.00 or 93% of the average
of the four lowest daily VWAPs during the 10 consecutive trading days immediately preceding the conversion date, provided that
as long as we are not in default under the Debenture, the conversion price may never be less than $0.50. We may not convert any
portion of a Debenture if such conversion would result in the holder beneficially owning more than 4.99% of our then issued and
common stock, provided that such limitation may be waived by the holder with 65 days’ notice.
Any time after
the six-month anniversary of the issuance of a Debenture that the daily VWAP is less than $0.50 for a period of twenty consecutive
trading days (the “Triggering Date”) and only for so long as such conditions exist after a Triggering Date as that
term is defined in the Transaction documents, we shall make monthly payments beginning on the last calendar day of the month when
the Triggering Date occurred. Each monthly payment shall be in an amount equal to the sum of (i) the principal amount outstanding
as of the Triggering Date divided by the number of such monthly payments until maturity, (ii) a redemption premium of 20% in respect
of such principal amount and (iii) accrued and unpaid interest hereunder as of each payment date. We may, no more than twice, obtain
a thirty-day deferral of a monthly payment due as a result of a Triggering Date through the payment of a deferral fee in the amount
equal to 10% of the total amount of such monthly payment. Each deferral payment may be paid by the issuance of such number of shares
as is equal to the applicable deferral payment divided by a price per share equal to 93% of the average of the four lowest daily
VWAPs during the 10 consecutive Trading Days immediately preceding the due date in respect of such monthly payment being deferred,
provided that such shares issued will be immediately freely tradable shares in the hands of the holder.
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Item 3.02
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Unregistered Sale of Equity Securities
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The information
set forth in Item 1.01 hereof is incorporated by reference into this Item 3.02.
On October 11,
2019, we issued 148,261 units (with each unit consisting of one share of common stock and 1.5 warrants to purchase a share of common
stock) to our legal counsel in exchange for $91,922 of services provided. Our Chief Legal Officer and a Director is the Managing
Partner at the law firm where these services were provided.
The securities
mentioned above were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended
(the “Act”), and Rule 506 of Regulation D promulgated under the Act. These transactions qualified
for exemption from registration because among other things, the transaction did not involve a public offering, the investor was
an accredited investor and/or qualified institutional buyer, the investor had access to information about our company and its investment,
the investor took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the
securities.
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Item 7.01
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Regulation FD Disclosure.
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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.
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Item 9.01
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Financial Statements and Exhibits.
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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: October 15, 2019
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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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