Attached files
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| EX-99.1 - ADDITIONAL EXHIBITS - Q BioMed Inc. | qbiomedannouncesfullsettl.htm |
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 2, 2017
Date of
Report
Q BioMed Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-55535
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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
501 Madison Ave. 14th Floor
New York, NY 10022
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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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[ ]
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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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Item 1.01
Entry into a Material Definitive Agreement
On November 23, 2017, we entered into a Conversion Agreement with
CMGT, the purchaser, of $33,000 of convertible notes that we sold
pursuant to a Securities Purchase Agreement, dated November 22,
2016.
On November 29, 2016, we entered into a Securities Purchase
Agreement for the sale of $4 million of convertible notes (the
“Convertible Notes”). On November 29, 2017, we entered
into a Conversion Agreement with the holder (the “Note
Holder”) of the remaining Convertible Note. Prior to the
Conversion Agreement, $3 million of principal and approximately
$109,000 of interest had been converted on the Convertible Notes.
Pursuant to the Conversion Agreement, we agreed with the Note
Holder to convert the remaining $1,000,000 in principal under the
Convertible Notes into shares of common stock at a per share price
of $3.70, which was above the per share price of $3.5088 that the
Note Holder would have been able to convert at pursuant to the
terms of the remaining Convertible Note. Upon the conversion, we
and the Note Holder released and waived any claims and rights that
the other, including accrued but unpaid interest
thereon.
On November 29, 2017, we entered into a Conversion Agreement with
the purchaser (the “Note Holder”) of $4 million of
convertible notes (the “Convertible Notes”) that we
sold pursuant to a Securities Purchase Agreement, dated November
29, 2016. Prior to the Conversion, the Note Holder had converted $3
million of principal and approximately $109,000 of interest on the
Convertible Notes.
Item 3.02
Unregistered Sale of Equity Securities
On November 2, 2017, the Company issued 46,875 shares of its common
stock in full settlement of $150,000 in principal and interest due
to CMGT as a result of promissory notes issued by it in November
2016.
On November 22, 2017, we issued 166,592 shares of our common stock
to the holder of convertible notes issued on November 29, 2016 and
March 10, 2017 upon the conversion of $551,771.22 of principal and
interest of such notes.
As discussed above, on November 23, 2017, we issued 13,200 shares
of our common stock to CMGT upon the conversion of the principal
$30,000 of the Convertible Note plus $3,000 of
interest.
As discussed above, on November 29, 2017, we issued 270,270 shares
of our common stock to the Note Holder upon the conversion of
$1,000,000 of principal of the remaining Convertible Note and the
waiver and release of any other amounts or obligations, including
interest, due under such note.
The shares issued above were issued in reliance on exemptions from
registration under Section 4(2) of the Securities Act of 1933, as
amended (the “Act”). This transaction qualified
for exemption from registration because among other things, the
transaction did not involve a public offering, the investors were
accredited investors, the investors had access to information about
our company and its investment and the investors took the
securities for investment and not resale.
Item
7.01
Regulation FD
Disclosure.
On December 5, 2017, we issued a press release entitled “Q
BioMed Announces Full Settlement of All Convertible Debt” 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.
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99.1
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Press
Release entitled “Q BioMed
Announces Full Settlement of All Convertible
Debt”
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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: December 5, 2017
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By:
/s/ Denis Corin
Name: Denis
Corin
Title: President
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