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Item 1.01                      Entry into a Material Definitive Agreement

 

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, 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 begin deferred, provided that such shares issued will be immediately freely tradable shares in the hands of the holder

We also executed a Registration Rights Agreement pursuant to which we are required to file a registration statement (the “Registration Statement”) for the resale of the shares of common stock into which the Debentures may be converted within 30 days of the initial closing. We are required to use our best efforts to cause such registration statement to be declared effective within 90 days of the initial closing.

We also entered into a Security Agreement to secure payment and performance of our obligations under the Debentures and related agreements pursuant to which we granted the investor a security interest in all of our assets.  The security interest granted pursuant to the Security Agreement terminates on (i) the effectiveness of the Registration Statement if our common stock’s closing price is greater than $2.00 for the twenty consecutive trading days prior to effectiveness or (ii) any time after the effectiveness of the Registration Statement that our common stock’s closing price is greater than $2.00 for the twenty consecutive trading days.

  

Item 3.02          Unregistered Sale of Equity Securities

Item 7.01                      Regulation FD Disclosure.

On November 30, 2016, we issued a press release entitled “Q BioMed Inc. Announces Entry Into Definitive Funding Agreement for up to $4,000,000”. A copy of the press release is furnished herewith as Exhibit 99.1.

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.

 

Item 9.01                      Financial Statements and Exhibits.

Exhibits.