Current Report Filing (8-k)
January 07 2019 - 5:31PM
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
December 28, 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
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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.
¨
On December 28, 2018, we commenced litigation
against BioNucleonics, Inc. (“BNI”) and parties related to BNI in the Supreme Court of New York, New York County. The
litigation stems from a license agreement that we entered into with BNI in 2016 and amended from time to time. Under the agreement
with BNI, we were granted a worldwide, exclusive license on certain BNI intellectual property and the option to acquire the BNI
IP within three years of the agreement. The BNI IP consists of generic Strontium Chloride SR89 (generic Metastron®) (“SR89”)
and all of BNI’s intellectual property relating to it (“BNI IP”). SR89 is a radiopharmaceutical therapeutic for
cancer bone pain therapy.
In exchange for the consideration, we agreed,
upon reaching various milestones, to issue to BNI an aggregate of up to 110,000 shares of common stock and to provide funding to
BNI for an aggregate of $850,000 in cash. Under the agreement, once we have funded up to $850,000 in cash, we may exercise the
option to acquire the BNI IP at no additional charge. By our accounts, we have provided BNI with over $950,000 in cash. We have
exercised our option to acquire the BNI IP, but BNI has not transferred the BNI IP to us. As a result, we have commenced litigation
to, among other actions, obtain all of the BNI IP. We also seek judgments against BNI and related parties for the misappropriation
of funds, breach of contract, fraud and fraudulent inducement.
Our Verified Complaint against BNI and
its related parties is publicly available on the website of the New York Unified Court System and may be found at
https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=189dAPiWb5F7AwCrYRPzKw==&system=prod
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: January 7, 2019
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By:
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/s/ William Rosenstadt
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Name:
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William Rosenstadt
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Title:
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Chief Legal Officer
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