Q BioMed Inc. (OTCMKTS:QBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive
Agreement.
On June 5, 2017, our subsidiary entered into an Executive
Services Agreement with Denis Corin to provide services as our
President and Chief Executive Officer. In exchange for the
services, Mr. Corin is to receive $15,000 per month and options
to acquire 100,000 shares of our common stock at $4.00 per share.
The agreement has a term of two years and may be terminated by
either party with 90 days notice. If we terminate the Executive
Services Agreement without cause, we will owe the monthly fee for
each remaining month during the term of the agreement.
Item 3.02Unregistered Sale of Equity Securities
On June 5, 2017, we issued warrants to purchase up to 350,000
shares of our common stock to each of Denis Corin, our President
and Chief Executive Officer, and William Rosenstadt, our General
Counsel. The warrants were issued as a bonus for their business
development services to the Company over the last 12 months. The
warrants are exercisable for five years at a per share price of
$4.00. The warrants may not be exercised within the first six
months of their issuance.
On June 5, 2017, we issued warrants to purchase up to 85,000
shares of our common stock to each of Ari Jatwes and David Laskow
Pooley as a bonus for their business development services to the
Company over the last 12 months. The warrants are exercisable for
five years at a per share price of $4.00. The warrants may not be
exercised within the first six months of their issuance.
On June 5, 2017, we issued options to purchase up to 150,000
shares of our common stock to each of Denis Corin, our President
and Chief Executive Officer, and William Rosenstadt, our General
Counsel. 50,000 of the options were issued as compensation for
their continue services on our board of directors through June 1,
2018 and 100,000 of the options were issued as compensation as
officers through June 1, 2018. 37,500 of the options vest on
September 1, 2017, 37,500 of the options vest on December 1,
2017, 37,500 of the options vest on March 1, 2018 and 37,500 of
the options vest on June 1, 2018. The options are exercisable for
five years at a per share price of $4.00. The options may not be
exercised within the first six months of vesting.
On June 5, 2017, we issued warrants to purchase up to 25,000
shares of our common stock to a consultant as a bonus for their
business development services to the Company over the last 12
months. The warrants are exercisable for five years at a per
share price of $4.00. The warrants may not be exercised within
the first six months of their issuance.
On June 5, 2017, we issued warrants to purchase up to 10,000
shares of our common stock to a consultant as a bonus for
accounting services to the Company over the last 12 months. The
warrants are exercisable for five years at a per share price of
$4.00. The warrants may not be exercised within the first six
months of their issuance.
On May 24, 2017, we issued 70,559 shares of our common stock upon
the conversion of $260,068.49 of a convertible note that we
issued on April 7, 2017. On June 8, 2017, we issued 153,268
shares of our common stock upon the conversion of $502,568.49 of
a convertible note that we issued on April 7, 2017.
We issued the securities mentioned above in reliance on
exemptions from registration under Section 4(2) of the Securities
Act of 1933, as amended.
Item 7.01Regulation FD
Disclosure.
On June 7, 2017, we issued a press release entitled Q BioMed Inc.
Announces Commercialization Of Non-Narcotic Metastatic Cancer
Pain Drug. A copy of the press release is furnished herewith as
Exhibit99.1.
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 9.01Financial Statements and Exhibits.
| Exhibits. | ||
| 4.1 | Form of Incentive Stock Option Agreement | |
| 4.2 | Form of Warrant | |
| 10.1 |
Executive Services Agreement, dated June 5, 2017, between Denis Corin and Q BioMed Cayman SEZC |
|
| 99.1 |
Press release entitled Q BioMed Inc. Announces Commercialization Of Non-Narcotic Metastatic Cancer Pain Drug |
About Q BioMed Inc. (OTCMKTS:QBIO)
Q BioMed, Inc., formerly ISMO Tech Solutions, Inc., is a biomedical acceleration and development company. The Company is focused on licensing, acquiring and providing strategic resources to life sciences and healthcare companies. The Company intends to acquire multiple assets over time and across a spectrum of healthcare related products, companies and sectors. The Company intends to develop these assets to provide returns through organic growth, out-licensing, sale or spin-off into new public companies. The Company holds license for a generic drug, Strontium Chloride (SR89). SR89 is a radiopharmaceutical agent and indicated for the treatment of pain associated with metastatic bone cancer. Its asset, MAN-01, is indicated for the treatment of glaucoma. MAN-01 is in pre-clinical stage. The Company is assessing multiple biomedical assets in various areas of healthcare and drug development. It is pursuing a pipeline of therapeutics, diagnostics and orphan drug candidates.
