SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 24, 2017
Date of Report
Q BioMed Inc.
(Exact name of registrant as specified in its charter)
or other jurisdiction
|(Commission File Number)
|c/o Ortoli Rosenstadt LLP
|(Address of principal executive offices)
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 1.01 Entry 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 3.02 Unregistered 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 7.01 Regulation 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 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.
|Form of Incentive Stock Option Agreement
|Form of Warrant
|Executive Services Agreement, dated June 5, 2017, between Denis Corin and Q BioMed Cayman SEZC
|Press release entitled “Q BioMed Inc. Announces Commercialization Of Non-Narcotic Metastatic Cancer Pain Drug”
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.
|Date: June 8, 2017
|Q BioMed Inc.
|/s/ Denis Corin
Non-qualified Stock Option Agreement
This Incentive Stock Option Agreement (this “ Agreement ”) is made and entered into as of ______________ by and between (i) Q BioMed Inc. (the “ Company ”) on behalf of its Subsidiary Q BioMed Cayman SEZC (the “ Subsidiary ”) and (ii) Denis Corin (the “ Participant ”).
Grant Date: Date of Agreement
Exercise Price per Share: [__________________________]
Number of Option Shares: 150,000
Expiration Date: Five years from the Grant Date
1. Grant of Option .
1.1 Grant; Type of Option . The Company hereby grants to the Participant an option (the “ Option ”) to purchase the total number of shares of Common Stock of the Company equal to the number of Option Shares set forth above, at the Exercise Price set forth above.
1.2 Consideration . The grant of the Option is made in consideration of the services to be rendered by the Participant to the Subsidiary pursuant to the Advisory Agreement between the Subsidiary and the Participant dated as of the date hereof (the “ Advisory Agreement ” which term, when used in connection with the termination of the Advisory Agreement, shall mean any advisory agreement or employment agreement similar services that is entered into between (i) the Company or the Subsidiary and (ii) the Participant during or shortly after the termination of the Advisory Agreement).
2. Exercise Period; Vesting .
2.1 Vesting Schedule . The Option will become vested and exercisable as follows: (i) 37,500 will become vested and exercisable on the three-month anniversary hereof, (ii) 37,500 will become vested and exercisable on the six-month anniversary hereof, (iii) 37,500 will become vested and exercisable on the nine-month anniversary and (iv) 37,500 will become vested and exercisable on the twelve-month anniversary. If the Advisory Agreement is terminated without cause, all unvested options shall immediately become vested and exercisable. If the Advisory Agreement is otherwise terminated, no unvested options shall ever vest hereunder.
2.2 Expiration . The Option will expire on the Expiration Date set forth above, or earlier as provided in this Agreement.
2.3 Restriction on Exercise/Sale . The Participant agrees that if any Option hereunder are exercised within six months of vesting, the Participant shall not dispose of the shares underlying those Options within six months of the date that the Options vested and that the Company may place a restrictive legend to that effect on any certificates or book entry representing those underlying shares. The Participant further agrees that it shall not sell of otherwise transfer any Option granted hereunder within six months of such Option vesting.
3. Termination of Advisory Agreement .
3.1 Termination for Reasons Other Than Cause, Death, Disability . If the Advisory Agreement is terminated by the Subsidiary for any reason other than cause or the death or disability of the Participant, the Participant may exercise the vested portion of the Option, but only within such period of time ending on the earlier of (a) the date three months following such termination or (b) the Expiration Date.
3.2 Termination for Cause . If the Advisory Agreement is terminated by the Subsidiary for cause, the Option (whether vested or unvested) shall immediately terminate and cease to be exercisable.
3.3 Termination due to Disability . If the Advisory Agreement is terminated by the Subsidiary as a result of the Participant’s disability, the Participant may exercise the vested portion of the Option, but only within such period of time ending on the earlier of (a) the date 12 months following the termination of the Advisory Agreement or (b) the Expiration Date.
3.4 Termination due to Death . If the Advisory Agreement is terminated by the Subsidiary as a result of the Participant’s death, the vested portion of the Option may be exercised by the Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by the person designated to exercise the Option upon the Participant’s death, but only within the time period ending on the earlier of (a) the date 12 months following the Participant’s death or (b) the Expiration Date.
4. Manner of Exercise .
4.1 Election to Exercise . To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company a notice of intent to exercise (the “ Exercise Notice ”), which shall set forth, inter alia :
(a) the Participant’s election to exercise the Option;
(b) the number of shares of Common Stock being purchased;
(c) any restrictions imposed on the shares; and
(d) any representations, warranties and agreements regarding the Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws].
If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.
4.2 Payment of Exercise Price . The entire Exercise Price of the Option shall be payable in full at the time of exercise to the extent permitted by applicable statutes and regulations, either:
(a) in cash or by certified or bank check at the time the Option is exercised;
(b) through a “cashless exercise program” established with a broker;
(c) by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; or
(d) by any combination of the foregoing methods; or
4.3 Withholding . Prior to the issuance of shares upon the exercise of the Option, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company.
4.4 Issuance of Shares . Provided that the Exercise Notice and payment are in form and substance satisfactory to the Company, the Company shall issue the shares of Common Stock registered in the name of the Participant, the Participant’s authorized assignee, or the Participant’s legal representative, and shall deliver certificates representing the shares with the appropriate legends affixed thereto.
5. No Right to Continued Employment; No Rights as Shareholder . Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Advisory Agreement at any time, with or without Cause. The Participant shall not have any rights as a shareholder with respect to any shares of Common Stock subject to the Option prior to the date of exercise of the Option.
6. Transferability . The Option is not transferable by the Participant other than to a designated beneficiary upon the Participant’s death or by will or the laws of descent and distribution, and is exercisable during the Participant’s lifetime only by him or her. No assignment or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Option will terminate and become of no further effect.
7. Tax Liability and Withholding . Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (” Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.
8. Compliance with Law . The exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued pursuant to this Option unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.
9. Notices . Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the President of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
10. Governing Law . This Agreement will be construed and interpreted in accordance with the laws of the State of New York without regard to conflict of law principles. Any disagreements hereunder shall exclusively be brought in the state and federal courts located in New York County, New York. Each party submits to the jurisdiction of such courts.
11. Severability . The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
12. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
|Q BIOMED INC.
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY STATE SECURITIES LAWS OR (c) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Void after 5:00 p.m. (New York time) on the [---] day of June 2022.
|Number of Warrants: 350,000
|Warrant No. 5/2017-[A]
WARRANTS TO PURCHASE COMMON SHARES OF
Q BIOMED INC.
(organized under the laws of Nevada)
This is to certify that for value received and in exchange for business development services that Q BioMed Inc. (the " Corporation ") has received from William S. Rosenstadt (the " Holder "), the Holder shall have the right to purchase from the Corporation, at any time and from time to time up to from November [--], 2017 until 5:00 p.m. (New York time) on June [---], 2022 (the " Expiry Time "), one fully paid and non-assessable Common Share (as hereinafter defined) for each Warrant (individually, a " Warrant ") represented hereby at a price of US$[---] per share (the " Exercise Price "), upon and subject to the following terms and conditions:
1. For the purpose of this Warrant, the term " Common Shares " means common shares in the capital of the Corporation as constituted on the date hereof; provided that in the event of a change, subdivision, re-division, reduction, combination or consolidation thereof or any other adjustment under clause 7 hereof, or such successive changes, subdivisions, re-divisions, reductions, combinations, consolidations or other adjustments, then subject to the adjustments, if any, having been made in accordance with the provisions of this Warrant Certificate, " Common Shares " shall thereafter mean the shares, other securities or other property resulting from such change, subdivision, re-division, reduction, combination or consolidation or other adjustment.
2. All rights under any of the Warrants in respect of which the right of subscription and purchase therein not exercised shall wholly cease and determine and such Warrants shall be wholly void and of no valid or binding effect after the Expiry Time. If B (as defined in 3(3) below) is greater than the Exercise Price immediately prior to the Expiry Time, the Holder shall be deemed to have exercised any remaining portion of this Warrant immediately prior to the Expiry Date in full pursuant to the cashless exercise provision in 3(3), provided that the Holder has not notified the Company in writing prior to the Expiry Time that it is not taking advantage of this provision.
3. The right to purchase Common Shares pursuant to the Warrants may only be exercised by the Holder before the Expiry Time by:
|duly completing and executing a subscription substantially in the form attached hereto as Exhibit A, in the manner therein indicated; and
|surrendering this Warrant Certificate and the duly completed and executed subscription form to the Corporation at the principal office of the Corporation in the City of New York, together with payment of the purchase price for the Common Shares subscribed for in the form of a wire transfer or a certified check payable to the Corporation in an amount equal to the then applicable Exercise Price multiplied by the number of Common Shares subscribed for (“ Aggregate Exercise Price ”); or
|subject to Section 7(c) herein, in the event the Holder desires to exercise the Warrant through the cashless mechanism as set forth herein it shall, in lieu of making the cash payment otherwise contemplated to be made to the Corporation upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):
|Net Number = (A x B) - (A x C)
|For purposes of the foregoing formula:
A= the total number of shares with respect to which this Warrant is then being exercised.
B= the average closing bid price of the Common Shares for the ten (10) Trading Days immediately preceding the date of the applicable Exercise Notice (“Average Bid Price”).
C= the Exercise Price then in effect for the applicable Warrant shares at the time of such exercise.
4. Upon such delivery and payment as aforesaid, the Corporation shall cause to be issued to the Holder the number of Common Shares to be issued and the Holder shall become a shareholder of the Corporation in respect of such Common Shares with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate or certificates evidencing such Common Shares. The Corporation shall cause such certificate or certificates to be mailed to the Holder at the address or addresses specified in such subscription form within five (5) business days of such delivery and payment as herein provided.
5. The holding of a Warrant shall not constitute the Holder a shareholder of the Corporation nor entitle him to any right or interest in respect thereof except as herein expressly provided.
6. The Corporation covenants and agrees that until the Expiry Time, while any of the Warrants shall be outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the right of purchase herein provided, as such right of purchase may be adjusted pursuant to clauses 7 and 8 hereof. All Common Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment therefor of the amount at which such Common Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable shares and the holders thereof shall not be liable to the Corporation or its creditors in respect thereof.
|If and whenever at any time after the date hereof and prior to the Expiry Time the Corporation shall (i) subdivide, re-divide or change its then outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate its then outstanding Common Shares into a lesser number of Common Shares, or (iii) issue Common Shares (or securities exchangeable for or convertible into Common Shares) to the holders of all or substantially all of its then outstanding Common Shares by way of a stock dividend or other distribution (any of such events herein called a " Common Share Reorganization "), then the Exercise Price shall be adjusted effective immediately after the effective date of any such event in (i) or (ii) above or the record date at which the holders of Common Shares are determined for the purpose of any such dividend or distribution in (iii) above, as the case may be, by multiplying the Exercise Price in effect on such effective date or record date, as the case may be, by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date, as the case may be, before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would be outstanding if such securities were exchanged for or converted into Common Shares.
|If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation shall distribute any class of shares or rights, options or warrants or other securities (other than those referred to in 7(a) above), evidences of indebtedness or property (excluding cash dividends paid in the ordinary course) to holders of all or substantially all of its then outstanding Common Shares, the Holder shall receive, in addition to the number of the Common Shares in respect of which the right to purchase is then being exercised, the aggregate number of Common Shares or other securities or property that the Holder would have been entitled to receive as a result of such event, as if, on the record date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder was theretofore entitled upon the exercise of the rights of the Holder hereunder.
|If and whenever at any time after the date hereof and prior to the Expiry Time there is a capital reorganization of the Corporation or a reclassification or other change in the Common Shares (other than a Common Share Reorganization) or a consolidation or merger or amalgamation of the Corporation with or into any other corporation or other entity (other than a consolidation, merger or amalgamation which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities), or a transfer of all or substantially all of the Corporation's undertaking and assets to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a " Capital Reorganization "), the Holder, conditioned that he has not exercised the right of subscription and purchase under this Warrant Certificate prior to the effective date of such Capital Reorganization, shall be entitled to receive and shall accept, upon the exercise of such right, on such date or any time thereafter, for the same aggregate consideration in lieu of the number of Common Shares to which he was theretofore entitled to subscribe for and purchase less the aggregate Exercise Price per Warrant, the aggregate number of shares or other securities or property which the Holder would have been entitled to receive as a result of such Capital Reorganization as if, on the effective date thereof, he had been the registered holder of the number of Common Shares to which he was theretofore entitled to subscribe for and purchase.
8. On the occurrence of each and every such event set out in clause 7, the applicable provisions of this Warrant, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to comply with such provisions as so amended.
9. The Corporation shall not be required to deliver certificates for Common Shares while the share transfer books of the Corporation are properly closed, having regard to the provisions of clause 7 hereof, prior to any meeting of shareholders or for the payment of dividends or for any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Common Shares called for thereby during any such period delivery of certificates for Common Shares may be postponed for not more than five (5) days after the date of the re-opening of said share transfer books. Provided, however, that any such postponement of delivery of certificates shall be without prejudice to the right of the Holder so surrendering the same and making payment during such period to receive after the share transfer books shall have been re-opened such certificates for the Common Shares called for, as the same may be adjusted pursuant to clause 8 hereof as a result of the completion of the event in respect of which the transfer books were closed.
10. Subject as hereinafter provided, all or any of the rights conferred upon the Holder by the terms hereof may be enforced by the Holder by appropriate legal proceedings. No recourse under or upon any obligation, covenant or agreement contained herein shall be had against any shareholder, director or officer of the Corporation either directly or through the Corporation, it being expressly agreed and declared that the obligations under the Warrants are solely corporate obligations and that no personal liability whatever shall attach to or be incurred by the shareholders, directors or officers of the Corporation or any of them in respect thereof, any and all rights and claims against every such shareholder, officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the Warrants.
11. The Holder may subscribe for and purchase any lesser number of Common Shares than the number of shares expressed in this Warrant Certificate. In the case of any subscription for a lesser number of Common Shares than expressed in this Warrant Certificate, the Holder hereof shall be entitled to receive at no cost to the Holder a new Warrant Certificate in respect of the balance of Warrant not then exercised. Such new Warrant Certificate shall be mailed to the Holder by the Corporation, contemporaneously with the mailing of the certificate or certificates representing the Common Shares issued pursuant to clause 4.
12. If this Warrant Certificate becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion acting reasonably impose, issue and sign and direct the Corporation's transfer agent to countersign a new Warrant Certificate of like denomination, tenor and date as the Warrant Certificate so stolen, lost, mutilated or destroyed for delivery to the Holder.
13. The Corporation shall keep at its principal office (or its transfer agent in the City of New York): (a) a register of holders in which shall be entered the names and addresses of the holders of the Warrants and of the number of Warrants held by them; and (b) a register of transfers in which shall be entered the date and other particulars of each transfer of Warrants. The registers hereinbefore referred to shall be open at all reasonable times for inspection by any Holder.
14. Subject to compliance by the Holder with any applicable resale restrictions and any other applicable laws and regulatory requirements, the Corporation acknowledges and agrees that the Warrants evidenced hereby may be assigned or transferred by the Holder at the Holder's option. It is the sole responsibility of the Holder to ensure that all such restrictions, laws and regulatory requirements have been observed. Upon any assignment or transfer, the Holder shall furnish the Corporation with this Warrant Certificate and an Assignment Form in the form of Exhibit B attached hereto and such other documents and information regarding the transferee as the Corporation may reasonably require to register these Warrants in the name of the transferee and, upon satisfaction of such requirements, the Corporation shall execute and deliver a new Warrant Certificate in the name of the transferee named in such Warrant Transfer Form for the number of unexercised Warrants and this certificate shall be promptly cancelled.
15. The transferee of a Warrant Certificate shall, after the transfer form attached to the Warrant Certificate or any other form of transfer acceptable to the Corporation, acting reasonably, is duly completed and the Warrant Certificate is lodged with the Corporation and upon compliance with all other conditions in that regard required by this Warrant, by the New York Stock Exchange or by law, be entitled to have his name entered on the register of holders as the owner of the Warrants represented thereby free from all equities or rights of set-off or counterclaim between the Corporation and the transferor or any previous holder of such Warrant, save in respect of equities of which the Corporation or the transferee is required to take notice by statute or by order of a court of competent jurisdiction.
16. Warrant Certificates may, upon compliance with the reasonable requirements of the Corporation, be exchanged for Warrant Certificates in any other denomination representing in the aggregate the same number of Warrants. The Corporation shall sign, all Warrant Certificates necessary to carry out the exchanges contemplated herein, provided that:
|Warrant Certificates may be exchanged only at the principal office of the Corporation in the City of New York; any Warrant Certificates tendered for exchange shall be surrendered to the Corporation and cancelled; and
|Except as otherwise herein provided, the Corporation may charge Holders requesting an exchange a reasonable sum for each new Warrant Certificate issued; and payment of such charges and reimbursement of the Corporation for any and all stamp taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange as a condition precedent to such exchange.
17. The Corporation may deem and treat the registered holder of any Warrant Certificate as the absolute owner of the Warrants represented thereby for all purposes, and the Corporation shall not be affected by any notice or knowledge to the contrary except where the Corporation is required to take notice by statute or by order of a court of competent jurisdiction. A Holder shall be entitled to the rights evidenced by such Warrant free from all equities or rights of set-off or counterclaim between the Corporation and the original or any intermediate holder thereof and all persons may act accordingly and the receipt by any such Holder of the Common Shares purchasable pursuant to such Warrant shall be a good discharge to the Corporation for the same and the Corporation shall not be bound to inquire into the title of any such Holder except where the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.
18. The Holder acknowledges that appropriate legends, as follows, will be placed upon certificates representing any securities issued on the exchange, assignment or exercise of the Warrants represented by this certificate until the hold period expires for the Warrants so represented hereby.
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, (A) TO THE CORPORATION, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY STATE SECURITIES LAWS OR (C) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS."
19. This Warrant shall be governed by the laws of the New York and the federal laws of the United States applicable herein.
20. The Warrants represented by this certificate and the common shares issuable upon exercise hereof have not been registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "). The Warrants represented by this certificate may not be exercised by a U.S. person or person within the United States (or on behalf of any such person) unless registered under the U.S. Securities Act or unless an exemption from such registration is available.
IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to be signed by its duly authorized officer.
DATED this [-----] day of May 2017.
|Q BIOMED INC.
|Authorized Signing Officer
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE COMMON STOCK
Q BIOMED INC.
The undersigned holder hereby exercises the right to purchase of the shares of Common Stock (“ Warrant Shares ”) of Q BioMed Inc., a Nevada corporation (the “ Corporation ”), evidenced by Warrant No. 5/2017-[A] (the “ Warrant ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
1. Form of Exercise Price . The Holder intends that payment of the Exercise Price shall be made as:
__________________ a “ Cash Exercise ” with respect to ______________ Warrant Shares; and/or
__________________ a “ Cashless Exercise ” with respect to ___________ Warrant Shares.
In the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents and warrants that (i) this Exercise Notice was executed by the Holder at [a.m.][p.m.] on the date set forth below and (ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $ .
2. Payment of Exercise Price . In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares, the Holder shall pay the Aggregate Exercise Price in the sum of $ to the Corporation in accordance with the terms of the Warrant.
3. Delivery of Warrant Shares and Net Number of shares of Common Stock . The Company shall deliver to Holder, or its designee or agent as specified below, shares of Common Stock in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for its benefit, to the following address:
Name of Registered Holder
|(if shares are delivered by electronic book entry transfer)
|(if shares are delivered by electronic book entry transfer)
The Corporation hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 20__, from the Corporation and acknowledged and agreed to by _______________.
|Q BIOMED INC.
TO BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED :
|Q BioMed Inc.
The undersigned holder of the within Warrant certificate hereby sells, assigns and transfers to _____________________________________ [name of Transferee] , _______________ [number of Warrants] of Q BioMed Inc. (the "Corporation") registered in the name of the undersigned on the records of the Corporation represented by the attached Warrant certificate and irrevocably appoints _____________________________, the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution.
DATED this __________ day of _____________________, 20_________.
|Signature of Transferor
Certificate of Transferee
The undersigned certifies as follows (check one):
|submits herewith evidence that the transfer of Warrants to the undersigned does not require registration under the United States Securities Act of 19933, as amended, or any applicable securities laws, it being understood that such evidence must be satisfactory in form and substance to the Corporation.
|The undersigned hereby certifies that the undersigned is not in the United States, is not acquiring the Warrants for the account or benefit of a person in the United States, was not offered the Warrants in the United States and was not in the United States when it agreed to acquire the Warrants.
DATED this __________ day of ________________, 20_____.
|Signature of Transferee
|Signature of the Holder must be the signature of the person whose name appears on the face of the Warrant Certificate.
|If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.
|Warrants shall only be transferable in accordance with applicable laws and are subject to the terms and conditions contained in the certificate to which this Warrant Transfer Form is scheduled.
|The signature of the Transferor on this Warrant Transfer Form must be guaranteed by a member of a recognized Medallion Guarantee program.
EXECUTIVE SERVICES AGREEMENT
Executive Services Agreement dated as of June 1, 2017 by and among Q BioMed Cayman SEZC (“Company”), and Denis Corin (the “Executive”).
W I T N E S S E T H:
The Company desire to engage the services of the Executive for purposes of general corporate management and development and more specifically for those services set forth below (collectively, the “Executive Services”).
Executive is desirous of performing the Executive Services on behalf of the Company and desires to be engaged and retained by the Company for such purposes.
Accordingly , in consideration of the recitals, promises and conditions in this Agreement, the Executive and the Company agree as follows:
1. Executive Services . The Company hereby retains the Executive to provide expertise in the areas of public company administration, finance and corporate development to the Management and Board, and the Executive accepts such retention all on the terms and conditions herein contained. Specific services are:
|to assist the company all executive, business development activities and business planning and direction
|to assist the Company in the implementation of financial controls and systems
|to assist Company in the negotiation of any business transactions
|to assist the Company in the preparation and filing of regulatory submissions
|to assist the Company in the area of financing and capital structure.
2. Term .
(a) Subject to this Section 2(a), the initial term (the “Initial Term”) of this Agreement shall be for a two-year period commencing on June 1st 2017.
3. Compensation . The Company shall pay and deliver to the Executive:
|Monthly retainer of $15,000
|Options (to acquire 100,000 shares of the common stock of the Company’s parent organization) which shall be granted pursuant to an Option Agreement attached hereto as Exhibit A
|Bonus Transaction Fees associated with any funding arranged or introduced to the company by mutual agreement between the parties and on a case by case basis, and which results in a financial transaction.
4. Expenses : The Company will reimburse Executive for all reasonable expenses incurred during performance of duties as Executive.
5. Termination: Either Company or Executive can terminate this Agreement by giving Ninety (90) days’ written notice. Company agrees not to terminate (unless for cause) this Agreement during the ‘initial term’ unless there is clear evidence the Executive is not performing duties in the best interests of Company. If the company terminates the agreement prior to the end of the initial term, the Executive shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction Fee (if the termination is without cause), if any, and for the remainder of the unexpired portion of the applicable term (Initial Term or an agreed Extension Period) of the Agreement (if the termination is without cause).
6. Duties of the Company .
(a) The Company shall supply the Executive, on a regular and timely basis, with all approved data and information about the Company, its management, its products and its operations, and the Company shall be responsible for advising the Executive of any facts which would affect the accuracy of any prior data and information previously supplied to the Executive so that the Executive may take corrective action.
(b) The Company shall promptly supply the Executive with: full and complete copies of all filings with all federal and state securities agencies; full and complete copies of all stockholder stock reports and communications, whether or not prepared with the Executive’s assistance; all data and information supplied to any analyst, broker-dealer, market maker or other member of the financial community; and all product/services brochures, sales materials, etc.
(c) The Company shall contemporaneously notify the Executive if any information or data being supplied to the Consultant has not been generally released or promulgated.
(d) Other specific obligations of the Company hereunder include the obligation to make all payments (including, but not limited to the stock compensation) and/or deliveries of securities required hereunder (including, but not limited to the Common Shares) as due.
7. Representatives and Indemnification by Company .
(a) The Company shall be deemed to make a continuing representation of the accuracy of any and all material facts, information and data which it supplies to the Executive and the Company acknowledges its awareness that the Executive will rely on such continuing representation in disseminating such information.
(b) The Executive, in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company.
(c) The Company hereby agree to indemnify the Executive against, and to hold the Executive harmless from, any claims, demands, suits, loss, damages, etc. arising out of the Executive’s reliance upon the accuracy and continuing accuracy of such facts, material, information and data, unless the Executive has been negligent in fulfilling its duties and obligations hereunder.
(d) The Company hereby agree to indemnify the Executive against, and to hold the Executive harmless from, any claims, demands, suits, loss, damages, etc. arising out of the Executive’s reliance on the general availability of information supplied to the Executive and the Executive’s ability to promulgate such information, unless the Executive has been negligent in fulfilling his duties and obligations hereunder.
8. Representatives and Indemnification by Executive .
The Consultant agrees to provide the Executive Services hereunder in a manner consistent with the performance standards observed by other professionals undertaking such functions.
9. Confidentiality and Other Provisions .
(a) The Executive shall not, except as authorized or required to perform the Executive Services, reveal or divulge to any person or Company any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Agreement and shall keep in complete secrecy all confidential information entrusted to it and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to each Company’s business or may be likely so to do. This restriction shall continue to apply after the termination of this Agreement without limit in point of time but shall cease to apply to information or knowledge, which may come into the public domain. The Executive shall comply with such directions, as the Company shall make to ensure the safeguarding or confidentiality of all such information.
(b) During the term of this Agreement, the Executive shall devote sufficient time, attention, and ability to the business of the Company, and to any associated Company, as is reasonably necessary for the proper performance of the Executive Services pursuant to this Agreement. During the term of this Agreement, the Executive shall:
|at all times perform the Executive Services to the best of its abilities and in the best interests of the Company; and
|devote such of its time, labor and attention to the business of the Company as it, in its sole discretion, deems necessary for the proper performance of the Executive Services hereunder; and
10. Miscellaneous .
(a) Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.
(b) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 4:30 p.m. (Eastern Standard time) on a Business Date, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 4:30 p.m. (Eastern Standard time) on any date and earlier than 11:59 p.m. (Eastern Standard time) on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall to the General Counsel of the Company at the Company’s registered address and if to the Consultant:
10 Market St, Suite 427
Camana Bay, Grand Cayman, Cayman Islands
Tel.:  925 5363
Attention: Denis Corin
or such other address as may be designated in writing hereafter, in the same manner, by such party.
(c) Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Executive, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.
(d) Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. All words used in this Agreement will be construed to be of such number and gender as the circumstances require.
(e) Successors and Assigns. This Agreement is intended only for the benefit of, shall be binding upon and inure to the benefit of the parties and their respective successors. Anything in the foregoing to the contrary notwithstanding, subject to compliance with applicable securities laws, the Executive may assign and/or transfer all or a portion of the consideration payable by the Company hereunder.
(f) Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the United States Federal District Court for the Southern District of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper under such court’s jurisdiction.
(g) Severability. In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.
(h) Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including the recovery of damages, the Executive will be entitled to specific performance of the obligations of the Company hereunder. The Company and the Executive agree that monetary damages would not be adequate compensation for any loss incurred by reason of any breach of its obligations described in this Agreement and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.
|Q BioMed Inc.
|/s/ William Rosenstadt
|/s/ Denis Corin
Q BIOMED INC ANNOUNCES COMMERCIALIZATION OF NON-NARCOTIC METASTATIC CANCER PAIN DRUG June 7, 2017 News
COMPANY EXPECTS REVENUE FROM BONE PAIN DRUG AHEAD OF SCHEDULE
NEW YORK, June 7, 2017 — Q BioMed Inc. (OTCQB: QBIO), is very pleased to announce that the company has initiated production of Strontium-89 Chloride, a radiopharmaceutical indicated for the analgesic treatment of metastatic breast and prostate cancer bone pain.
Denis Corin, CEO of the Company said, “This is a major milestone in our short history. We are very excited to bring this product to market less than one year after finalizing the licensing agreement. There is an acute demand for an affordable and effective alternative to opiate based drugs in this patient population. We know this proven drug is effective and well tolerated with limited side-effects. We look forward to making it available as widely as possible and as quickly as possible. We believe there is significant opportunity to build this franchise and expand the revenue opportunity associated with it.”
Approximately 70% of patients with advanced breast and prostate cancer metastases will develop bone metastases, an extremely painful condition. Bone metastases occur in most tumor types but are most prevalent in cancers of the breast, prostate, and lung. These bone lesions can cause serious skeletal complications, including spinal cord or nerve root compression, hypercalcemia of malignancy, pathologic fractures, and severe bone pain which can significantly compromise quality of life and may negatively affect survival. Palliation of pain, prevention of skeletal complications, and maintenance of quality of life are the primary objectives in managing patients with metastatic bone disease.
AB-Rated Strontium Chloride Sr89 Injection USP (Sr89) can be used in combination with or to reduce the need for opiate based drugs, as well as in combination with cancer therapeutic drugs. After administration, pain relief can occur in as little as one to two weeks and can last several months, when another dose can be administered with minimal side effects. Clinical studies have demonstrated that for many, the combination of alternating weekly chemohormonal therapies with Sr89 demonstrated a prolonged and progression-free survival.
We expect to provide more information regarding initial commercialization in the coming weeks.
Please visit our website http://www.qbiomed.com to sign up and stay up-to-date with our progress.
About Strontium-89 Chloride
Following intravenous injection, soluble strontium compounds behave like their calcium analogs, clearing rapidly from the blood and selectively localizing in bone mineral. Uptake of strontium by bone occurs preferentially in sites of active osteogenesis; thus primary bone tumors and areas of metastatic involvement (blastic lesions) can accumulate significantly greater concentrations of strontium than surrounding normal bone. Strontium-89 Chloride is retained in metastatic bone lesions much longer than in normal bone, where turnover is about 14 days. In patients with extensive skeletal metastases, well over half of the injected dose is retained in the bones. Excretion pathways are two-thirds urinary and one-third fecal in patients with bone metastases. Urinary excretion is higher in people without bone lesions. Urinary excretion is greatest in the first two days following injection. Strontium-89 is a pure beta emitter and Strontium-89 Chloride selectively irradiates sites of primary and metastatic bone involvement with minimal irradiation of soft tissues distant from the bone lesions. (The maximum range in tissue is 8 mm; maximum energy is 1.463 MeV.) Clinical trials have examined relief of pain in cancer patients who have received therapy for bone metastases (external radiation to indexed sites) but in whom persistent pain recurred.
INDICATIONS AND USAGE: Strontium-89 Chloride Injection is indicated for the relief of bone pain in patients with painful skeletal metastases. The presence of bone metastases should be confirmed prior to therapy.
CONTRAINDICATIONS: None known.
WARNINGS: Use of Strontium-89 Chloride (Sr89) in patients with evidence of seriously compromised bone marrow from previous therapy or disease infiltration is not recommended unless the potential benefit of the treatment outweighs its risks. Bone marrow toxicity is to be expected following the administration of Strontium-89 Chloride, particularly white blood cells and platelets. The extent of toxicity is variable. It is recommended that the patient’s peripheral blood cell counts be monitored at least once every other week. Typically, platelets will be depressed by about 30% compared to preadministration levels. The nadir of platelet depression in most patients is found between 12 and 16 weeks following administration of Sr89. White blood cells are usually depressed to a varying extent compared to pre-administration levels. Thereafter, recovery occurs slowly, typically reaching pre-administration levels six months after treatment unless the patient’s disease or additional therapy intervenes. In considering repeat administration of Sr89, the patient’s hematologic response to the initial dose, current platelet level and other evidence of marrow depletion should be carefully evaluated. Verification of dose and patient identification is necessary prior to administration because Strontium-89 Chloride delivers a relatively high dose of radioactivity. Strontium-89 Chloride may cause fetal harm when administered to a pregnant woman. There are no adequate and well-controlled studies in pregnant women. If this drug is used during pregnancy, or if the patient becomes pregnant while receiving this drug, the patient should be apprised of the potential hazard to the fetus. Women of childbearing potential should be advised to avoid becoming pregnant.
About Q BioMed Inc.
Q BioMed Inc.”Q“ is a biomedical acceleration and development company. We are focused on licensing and acquiring biomedical assets across the healthcare spectrum. Q is dedicated to providing these target assets the strategic resources, developmental support, and expansion capital the need to ensure they meet their developmental potential, enabling them to provide products to patients in need.
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated are: risks related to our growth strategy; risks relating to the results of research and development activities; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; our dependence on third-party suppliers; our ability to attract, integrate, and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
Q BioMed Inc.
1 888 357 2435
Source: Q BioMed Inc.