Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


February 16, 2021

Date of Report


Q BioMed Inc.

(Exact name of registrant as specified in its charter)


Nevada   000-55535   46-4013793
(State or other jurisdiction of
  (Commission File Number)   (IRS Employer Identification No.)


c/o Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY
(Address of principal executive offices)   (Zip Code)


(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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 Securities registered pursuant to Section 12(b) of the Act:


Title of each class:   Trading Symbol(s)   Name of each exchange on which
None   None   None


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 1.01 Entry into a Material Definitive Agreement.


Financing Agreements


On February 12, 2021, Q BioMed Inc. (the “Company”) issued a debenture for $500,000 pursuant to a securities purchase agreement with an accredited investor dated February 12, 2021. The debenture has a maturity date of February 12, 2022, provided that in case of an event of default, the debenture may become at the holder’s election immediately due and payable. The debenture bears interest at the rate of 5.5% per annum, and on issuance, we paid to the holder a commitment fee equal to 2% of the amount of the debenture.


The holder may convert the debenture in its sole discretion at any time on or prior to maturity at the lower of $1.15 or 93% of the average of the four lowest daily VWAPs during the 10 consecutive trading days immediately preceding the conversion date, provided that the conversion price may never be less than $1.00. We may not convert any portion of the 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.


The form of the securities purchase agreement and the debenture are filed as Exhibits 10.1 and 10.2 to this report and such documents are incorporated herein by reference.


Item 3.02 Unregistered Sales of Equity Securities.


The information set forth in Item 1.01 hereof is incorporated by reference into this Item 3.02. 


The securities mentioned above were issued, or will be 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.


Item 9.01 Financial Statements and Exhibits.



10.1 Securities Purchase Agreement, dated February 12, 2021
10.2 Form of Debenture







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.


  Q BioMed Inc.
Date: February 16, 2021 By: /s/ Denis Corin
  Name: Denis Corin
  Title: President and Chief Executive Officer