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

July 20, 2015
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 Sanders Ortoli Vaughn-Flam Rosenstadt LLP
 
10022
(Address of principal executive offices)
 
(Zip Code)

(212) 588-0022
Registrant’s telephone number, including area code

ISMO Tech Solutions, Inc.
(Former name or former address, if changed since last report)

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))

 
 
 
 

 
 
 

 
Item 5.02                       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Effective as of July 23, 2015, Enriques Navas has resigned from his position as a director of our company and any positions that he held as an officer of our company.  This resignation did not result from any dispute or disagreement with us, our independent accountants, our counsel or our operations, policies and practices.

Item 5.03                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

We filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of Nevada to change our name from “ISMO Tech Solutions, Inc.” to “Q BioMed Inc.”  This name change became effective as of July 20, 2015.

Item 9.01                        Financial Statements and Exhibits.

(d)           Exhibits.
 
EXHIBIT INDEX
 
Exhibit
 
Description
     
3.1
 
Certificate of Amendment to Articles of Incorporation with an effective date of July 20, 2015.
99.1      Resignation Letter, dated July 23, 2015, from Enrique Navas.
          
 
 
 
 
 
 
 

 
 
 

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.

 
ISMO Tech Solutions, Inc.
 
Date: July 30, 2015
By:             /s/ Denis Corin
Name:         Denis Corin
Title:           President
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 

 
Exhibit 3.1

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:  ISMO Tech Solutions, Inc.

2. The articles have been amended as follows: (provide article numbers, if available)

Article 1 shall be replaced in its entirety to read:

"1. Name of Company:

The complete name of this Corporation shall be: Q BioMed Inc."

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 61.5%

4. Effective date and time of filing: (optional)

Date:  20 July 2015
(must not be later than 90 days after the certificate is filed)

5. Signature: (required)
/s/ Denis Corin

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
 
 

 

 
 

Exhibit 99.1
 

July 23, 2015

Denis Corin
President
Q BioMed Inc.
c/o Sanders Ortoli Vaughn-Flam Rosenstadt LLP
501 Madison Avenue
New York, NY 10022

Effective Immediately, I am resigning from the Board of Directors of Q BioMed Inc. as well as from all positions that I hold with the Q BioMed Inc. as an officer.  My resignations do not arise from any dispute or disagreement with Q BioMed Inc., its independent accountants, its counsel or its operations, policies and practices

I have read the draft of Q BioMed Inc.’s Current Report on Form 8-K to which this letter will be included as an exhibit and agree with the statements therein describing my resignation.

Kind regards,

/s/ Enrique Navas