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Item 1.01
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Entry into a Material Definitive Agreement.
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Financing Agreements
On July 26,2021, Q
BioMed Inc. (the “Company” or we) entered into a securities purchase agreement with an accredited investor, pursuant
to which we sold a convertible debenture (the “Debenture”) in the principal amount of $806,250 and a warrant to purchase up
to 645,000 shares of common stock (the “Warrant”) for a total purchase price of $750,000.
The
Debenture has a maturity date of April 26, 2022, provided that in case of an event of default, the
debenture may become at the holder’s election immediately due and payable. The Debenture carries an interest rate of 10%
per annum, provided that any principal or interest which is not paid when due shall bear interest at the rate of 15% per annum from the
due date until payment (the “Default Interest”). We may prepay the Debenture at 120% of the outstanding aggregate principal
amount within the first 60 days of issuance and at 130% of the sum of the outstanding principal amount, the accrued and unpaid interest
on the unpaid principal amount and any Default Interest from 61 to 180 days after issuance.
The holder may convert
the Debenture in its sole discretion at any time on or prior to maturity at the lower of $1.00 or 85% of the average of the four (4) lowest
VWAPs during the 20 Trading Days prior to the date of such calculation. We may not convert any portion of the 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 61 days’ notice.
The Warrant has an exercise price of $1.25 and
may be exercised in cash or via cashless exercise, exercisable for five (5) years from issuance.
The securities purchase agreement, the form of
the Debenture and the form of the Warrant are filed as Exhibits 10.1, 10.2 and 10.3 to this report and such documents are incorporated
herein by reference.
Amendment to Securities Purchase Agreement Dated December 23,2020
On December 23, 2020, we entered into a securities
purchase agreement with an accredited investor to place a convertible debenture with a maturity date of June 23, 2021, in the aggregate
principal amount of $500,000.
On July 22, 2021, we entered into an amendment
agreement to the securities purchase agreement (the “Amendment Agreement”) with the accredited investor, pursuant to which,
the floor price of the convertible debenture was reduced to $0.50 per share. Additionally, the maturity date of the convertible debenture
was extended to December 31, 2021.
On July 22, 2021, we issued 149,413 shares of
common stock to the accredited investor in exchange for the conversion of $112,657.53 of principal and interest on the convertible debenture.
The form of the Amendment Agreement is filed as
Exhibits 10.4 to this report and such documents are incorporated herein by reference.
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Item 1.02
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Termination of a Material Definitive Agreement.
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On May 5,
2021, we entered into an agreement with Aedesius Holdings Ltd. (“Aedesius”) pursuant to which we have agreed with Aedesius
that we would sell it up to 16,000,000 units (the “Units”) for a total aggregate of up to $20,000,000.
The Aedesius investment has been delayed by Aedesius
for internal reasons to which we are unable to verify. As a result, Aedesius is currently in breach of its commitment to us. Although
Aedesius continues to tell us that it intends to meet its commitment, we can no longer rely on its representations to the detriment of
our business. We have terminated any and all rights with respect to future fundings and will pursue whatever rights and remedies we have
at our disposal for breach of contract. In the interim, we have focused on our uplisting and the related funding previously registered
on Form S-1 with SEC. We are confident that funding remains available and will be in a position to continue executing on our business
plan.
