Current Report Filing (8-k)
November 02 2018 - 4:32PM
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
November 1, 2018
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
366 Madison Avenue
New York, NY
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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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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 November 1,
2018, we issued a Debenture (as defined below) for $2,000,000 pursuant to a securities purchase agreement that we entered into
with an accredited investor to place up to $4,000,000 of Convertible Debentures (the “
Debentures
”) on September
21, 2018. The Debentures bear interest at the rate of 5.5% per annum and have a maturity date of eighteen months after the issuance
thereof, provided that in case of an event of default, the Debentures may become at the holder’s election immediately due
and payable. In addition, we must pay to the holder a fee equal to 2.5% of the amount of the Debentures to assist in their monitoring
costs for the Debentures.
The Debenture
may be converted at any time on or prior to maturity at the lower of $4.00 or 93% of the average of the four lowest daily VWAPs
during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default
under the Debenture, the conversion price may never be less than $2.00. 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 $2.00 for a period of twenty consecutive
trading days (the “Triggering Date”) and only for so long as such conditions exist after a Triggering Date 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.
The initial closing
of the transaction occurred on September 21, 2018 when we issued a Debenture for $2,000,000. The second closing for $2,000,000
was scheduled for within three days of the date on which (i) we filed a registration statement on Form S-1 (the “Registration
Statement”) with the U.S. Securities and Exchange Commission for the resale of up to 2,000,000 shares of common stock into
which the Debentures may be converted and (ii) the closing price of our common stock on the OTCQB was at least $2.40 for the previous
five trading days. We filed the registration statement required for closing the second tranche on October 25, 2018, but since that
date the closing price of our common stock on the OTCQB has not exceeded $2.40 for five consecutive trading days. On November 1,
2018, the counterparty to the securities purchase agreement waived the requirement that the closing price of our common stock on
the OTCQB exceeded $2.40 for five consecutive trading days, and we closed on the second tranche of $2,000,000.
We also executed
a Registration Rights Agreement requiring us to file the Registration Statement and to use our best efforts to cause the Registration
Statement to be declared effective within 90 days of the initial closing.
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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. The Debentures 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. This transaction 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 9.01
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Financial Statements and Exhibits.
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Exhibits.
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*
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Incorporated by reference to the corresponding exhibit of our current report on Form 8-K filed on September 24, 2018
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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: November 2, 2018
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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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Q BioMed (CE) (USOTC:QBIO)
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