8-K 1 tv506209_8-k.htm FORM 8-K





Washington, D.C. 20549





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


November 1, 2018

Date of Report


Q BioMed Inc.

(Exact name of registrant as specified in its charter)


Nevada 333-193328 46-4013793
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)


c/o Ortoli Rosenstadt LLP

366 Madison Avenue

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))


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 1.01Entry into a Material Definitive Agreement


On November 1, 2018, we issued a Debenture (as defined below) for $2,000,000 pursuant to a securities purchase agreement that we entered into with an accredited investor to place up to $4,000,000 of Convertible Debentures (the “Debentures”) on September 21, 2018. The Debentures bear interest at the rate of 5.5% per annum and have a maturity date of eighteen months after the issuance thereof, provided that in case of an event of default, the Debentures may become at the holder’s election immediately due and payable. In addition, we must pay to the holder a fee equal to 2.5% of the amount of the Debentures to assist in their monitoring costs for the Debentures.


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 as that term is defined in the Transaction documents, 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 being deferred, provided that such shares issued will be immediately freely tradable shares in the hands of the holder.


The initial closing of the transaction occurred on September 21, 2018 when we issued a Debenture for $2,000,000. The second closing for $2,000,000 was scheduled for within three days of the date on which (i) we filed a registration statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission for the resale of up to 2,000,000 shares of common stock into which the Debentures may be converted and (ii) the closing price of our common stock on the OTCQB was at least $2.40 for the previous five trading days. We filed the registration statement required for closing the second tranche on October 25, 2018, but since that date the closing price of our common stock on the OTCQB has not exceeded $2.40 for five consecutive trading days. On November 1, 2018, the counterparty to the securities purchase agreement waived the requirement that the closing price of our common stock on the OTCQB exceeded $2.40 for five consecutive trading days, and we closed on the second tranche of $2,000,000.


We also executed a Registration Rights Agreement requiring us to file the Registration Statement and to use our best efforts to cause the Registration Statement to be declared effective within 90 days of the initial closing.





Item 3.02Unregistered Sale of Equity Securities


The information set forth in Item 1.01 hereof is incorporated by reference into this Item 3.02.  The Debentures were 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 9.01Financial Statements and Exhibits.




10.1 Securities Purchase Agreement, dated September 21, 2018*
10.2 Registration Rights Agreement, dated September 21, 2018*
10.3 Form of Debenture*


*Incorporated by reference to the corresponding exhibit of our current report on Form 8-K filed on September 24, 2018




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: November 2, 2018 By:

/s/ Denis Corin




Denis Corin

  Title: President