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EX-32 - Q BioMed Inc.exhibit32.htm
EX-31 - Q BioMed Inc.exhibit31.htm
 
 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-K/A
(Amendment No. 1)
 
x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2015
or 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from __________ to __________
 
Commission File Number: 333-193328
 
 Q BIOMED INC.
(Exact name of registrant specified in its charter)
Nevada
     
46-4013793
(State or Other Jurisdiction of Incorporation or Organization)
     
(I.R.S. Employer Identification No.)
 
c/o Sanders Ortoli Vaughn-Flam Rosenstadt LLP
 501 Madison Ave. 14th Floor New York, NY10022
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code: (212) 588-0022

Securities Registered Pursuant to Section 12(b) of the Exchange Act:
 Title of Each Class
 
Name of Exchange on which Registered
None
 
None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes   ¨   No   x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
 

 
 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 Large accelerated filer ¨
 
Accelerated filer ¨
Non-accelerated filer ¨
 
Smaller reporting company x
  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No  x
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the most recent price at which the common equity was sold:  $25,000 as of May 31, 2015.
 
As of March 11, 2016 there were 8,749,835 shares of the registrant’s common stock, $0.001 par value, outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
 None.

 
 

 


Explanatory Note
 
We are filing this Amendment No. 1 (the “Amendment”) on Form 10-K/A to amend our Annual Report on Form 10-K for the fiscal year ended November 30, 2015 (the “Original Filing”) that was filed with the Securities and Exchange Commission on March 11, 2016, solely for the purpose of amending our Exhibit 101 – Interactive Data File (XBRL Exhibit) required by Rule 405 of Regulation S-T, which included technical errors in the Original Filing.
 
The Company is filing Exhibit 101 in accordance with the temporary hardship exemption provided by Rule 201 of Regulation S-T, which extended the date by which the interactive data file is required to be submitted by six business days.

Except as described above and to state that Exhibit 10.1 in Item 15 is incorporated by reference, this Amendment No. 1 does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to March 11, 2016.

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULE

The following exhibits are filed as part of this Amendment. Exhibit numbers correspond to the exhibit requirements of Regulation S-K.
 
Exhibit No.
 
Description
3.1
 
Articles of Incorporation and By-Laws as filed as Exhibit 3.1 to Form S-1/A previously filed on January 14, 2013 and incorporated herein by reference.
3.2
 
Amended Articles of Incorporation dated May 19, 1999 as filed as Exhibit 2.1 to the Registration Statement filed on Form 10-SB on September 3, 1999 and incorporated herein by reference.
3.3
 
Amended and Restated Bylaws of the Company dated May 10, 2004 as filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB as filed on May 20, 2004 and incorporated herein by reference.
10.1
 
Patent and Technology License and Purchase Option Agreement, dated October 29, 2015, with Mannin Research Inc., previously filed on March 11, 2016 as Exhibit 10.1 in our Original Filing and incorporated herein by reference +
31
Certification of Principal Executive Officer and Acting Principal Accounting Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)*
32
Certification of Principal Executive Officer and Acting Principal Accounting Officer pursuant to 18 U.S.C. Section 1350*
101.INS
XBRL Instance Document*
101.SCH
XBRL Taxonomy Extension Schema Document*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
*Filed herewith
Portions of this exhibit have been omitted pursuant to a request for confidential treatment and this exhibit has been submitted separately with the SEC.




 
 

 

SIGNATURES
 
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Q BioMed Inc.
     
Date: March 15, 2016
By:
/s/ Denis Corin
 
Name:
Denis Corin
 
Title:
President, Chief Executive Officer and Acting Principal Financial and Accounting Officer

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
         
/s/ Denis Corin
 
President, Chief Executive Officer and Director
 
March 15, 2016
Denis Corin
 
(Principal Executive Officer and Acting Principal Financial and Accounting Officer)
   
         
/s/ William Rosenstadt
 
General Counsel and Director
 
March 15, 2016
William Rosenstadt