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
Date of Report (date of earliest event reported): September 4, 2020
Q2EARTH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-55148 | 20-1602779 | ||
| (State or other jurisdiction | (Commission File | (IRS Employer | ||
| of incorporation) | Number) | Identification Number) |
| 420 Royal Palm Way, #100, Palm Beach, Florida | 33480 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (561) 693-1423 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [X]
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 4, 2020, Q2Earth, Inc. (the “Company”) amended its name from Q2Earth, Inc. to QSAM Biosciences, Inc., by filing a Certificate of Amendment with the Delaware Secretary of State and executed a 1 for 25 reverse stock split of its issued and outstanding common stock, also reported on the foregoing Certificate of Amendment, and changed its trading symbol from QPWR to QSAM. Further, the Company reported on its Certificate of Amendment an increase in its authorized common stock, par value $0.0001 per share, from 100,000,000 to 300,000,000 shares. The increase in authorized stock and reverse stock split were both approved by our shareholders at a special meeting conducted on February 7, 2020. The Company was not required to seek shareholder approval for change in name of the Company. Pursuant to the reverse stock split, any fractional shares shall be rounded to the nearest whole number, and shareholders are not required to take any action or exchange their share certificates. A copy of the Certificate of Amendment is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
The Company had filed a corporate action with Financial Industry Regulatory Authority (“FINRA”) pursuant to Rule 6490 in connection with all the foregoing corporate actions, which were announced by FINRA on its Daily List on September 9, 2020. Prior to the reverse stock split, the Company had approximately 51,948,965 shares of common stock issued and outstanding. The Company’s shares are quoted on the OTCQB platform of OTC Markets. A “D” will be placed on the current symbol of the Company, QPWR, for 20 business days to alert the public of the reverse split. After 20 business days, the trading symbol for the Company’s common stock will change to “QSAM”. The new CUSIP number for the Company’s common stock following the reverse stock split will be 74738N103.
On September 10, 2020, we issued a press release announcing the foregoing corporate actions. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment of the Amended and Restated Articles of Incorporation of Q2Earth, Inc. | |
| 99.1 | Press Release dated September 10, 2020. |
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.
| Q2Earth, Inc. | ||
| By: | /s/ Christopher Nelson | |
| Christopher Nelson | ||
| President and General Counsel | ||
Date: September 11, 2020
Exhibit Index
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment of the Amended and Restated Articles of Incorporation of Q2Earth, Inc. | |
| 99.1 | Press Release dated September 10, 2020. |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF the
Amended and Restated CERTIFICATE OF INCORPORATION
OF
Q2Earth, INC.
* * * * *
Q2Earth Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), hereby certifies as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State on January 6, 2011, as amended by the Certificate of Amendment filed with the Secretary of State on July 22, 2015 and further amended by the Certificate of Amendment filed with the Secretary of State on November 18, 2015 (the “Certificate of Incorporation”).
2. Article I of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“ARTICLE I: NAME OF CORPORATION:
The name of this corporation is QSAM Biosciences, Inc. (the “Corporation”).”
3. The first paragraph of Article IV of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“The total number of shares of all classes of stock which the Corporation shall have authority to issue shall be three hundred five million (305,000,000) shares, of which three hundred million (300,000,000) shares shall be common stock, par value $0.0001 per share (the “Common Stock”) and five million (5,000,000) shares shall be preferred stock, par value $0.0001 per share (the “Preferred Stock”). All of the shares of Common Stock shall be of one class.”
4. Article XII of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“ARTICLE XII
ONE-FOR-TWENTY-FIVE REVERSE SPLIT
Effective upon the filing of the Certificate of Amendment with the Delaware Secretary of State on or around September 4, 2020, the Company shall effectuate a reverse split of its issued and outstanding Common Stock in the ratio of one (1) post-split share of Common Stock for every twenty-five (25) shares of pre-split Common Stock, automatically and without any action on the part of the respective holders thereof, while retaining the current par value of $0.0001 per share, with all fractional shares that would otherwise result from such reverse split being rounded up to the nearest whole share.”
5. The aforesaid amendments were duly adopted in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
6. The aforesaid amendments shall be effective upon filing of this Certificate of Amendment with the Delaware Secretary of State or such later date as FINRA shall specify.
7. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 4th day of September, 2020.
| /s/ Christopher Nelson | |
| Christopher Nelson, President |
Exhibit 99.1
Q2Earth Changes Name to QSAM Biosciences, Inc.;
Will Commence Trading Under Symbol QSAM in 20 Business Days
Palm Beach, FL; September 10, 2020 – Q2Earth Inc. (OTCQB: QPWRD) announced today that it has filed an amendment to its Certificate of Incorporation and has received FINRA approval to change the company’s name to QSAM Biosciences, Inc., and will commence trading under the new stock symbol QSAM within 20 business days. The company has also enacted a 25:1 reverse stock split effective today and increased its authorized common stock to 300 million shares, as approved by its stockholders in January 2020.
The name change to QSAM Biosciences is meant to reflect the new direction of the company, after securing the exclusive, worldwide rights to a clinical stage novel radiopharmaceutical called CycloSam® which is meant to treat different types of bone cancer and related diseases. This nuclear technology was developed by IsoTherapeutics Group, LLC, whose founders created Quadramet®, one of the first FDA approved and commercially available radiopharmaceuticals. CycloSam is expected to go into Phase 1 clinical trials in Q1 2021, and has already been used successfully in one human trial this past summer.
“The next several months for QSAM will be very exciting as we prepare for and expect to commence human trials of CycloSam, including treatment of a rare and devastating form of pediatric bone cancer called osteosarcoma. We look forward to securing additional strategic partnerships, building our team and expanding our test sites as we push towards clinical trials early next year. QSAM Biosciences is more than just a new name, but a whole new mission for this company in the treatment of cancer,” stated Douglas Baum, a company Director and President and CEO of the company’s wholly subsidiary QSAM Therapeutics.
Stockholders will not need to do anything in connection with the reverse stock split. Any fractional share has been rounded up to the nearest whole share. The company plans to transfer its remaining compost and soil technology assets over the following month in exchange for the elimination of a material portion of its debt.
About QSAM: QSAM Bioscience, Inc. (f/k/a Q2Earth. Inc.) holds the worldwide license for CycloSam® (Samaium-153 DOTMP), a clinical stage novel radiopharmaceutical meant to treat different types of bone cancer and related diseases. This nuclear technology uses low specific activity Samarium-153 (resulting in far less europium) and DOTMP, a chelator which is believed to eliminate off-target migration and targets high bone turn over making it an ideal agent to treat osteosarcoma, bone metastases and to perform bone marrow ablation. Sm-153 DOTMP has been cleared by the FDA under an investigator initiated IND to commence human dosing of cancer patients.
Legal Notice Regarding Forward-Looking Statements: This news release contains “Forward-looking Statements”. These statements relate to future events or our future financial performance. These statements are only predictions and may differ materially from actual future results or events. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments or otherwise. There are important risk factors that could cause actual results to differ from those contained in forward-looking statements, including, but not limited to our ability to fully commercialize our technology, risks associated with changes in general economic and business conditions, actions of our competitors, the extent to which we are able to develop new products and markets, the time and expense involved in such development activities, the ability to secure additional financing, the ability to consummate acquisitions and ultimately integrate them, the level of demand and market acceptance of our products, and changes in our business strategies. This is not an offering of securities and securities may not be offered or sold absent registration or an applicable exemption from the registration requirements
Contact
Christopher Nelson
cnelson@q2earth.com