Attached files
| file | filename |
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| EX-99.1 - ADDITIONAL EXHIBITS - Q BioMed Inc. | qbiofeb2018pr.htm |
| EX-10.1 - MATERIAL CONTRACTS - Q BioMed Inc. | stockoptionagreement.htm |
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
February 13, 2018
Date of
Report
Q BioMed Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-193328
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46-4013793
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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c/o Ortoli Rosenstadt LLP
501
Madison Avenue, 14th Floor
New York, New
York
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10022
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(Address
of principal executive offices)
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(Zip
Code)
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(212) 588-0022
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 3.02 Unregistered Sales of Equity
Securities.
We have issued the options to acquire shares of our common stock as
set out in Item 5.02 below. The issuances of the securities
mentioned above qualified for the exemption from registration
contained in Section 4(2) of the Securities Act of
1933.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On February 13, 2018, our board of directors appointed Dr. Riccardo
Panicucci as a director of our company.
Dr. Panicucci specializes in the early stages of drug discovery for
various companies. His responsibilities include solid state
chemistry and formulation development of all small molecule
therapeutics in early development, and developing novel drug
delivery technologies for small molecules and large molecules
including siRNA. Since September 2015, Dr. Panicucci has been
working with one of our licensors, Mannin Research Inc., in the
development plan for MAN-01, a novel drug candidate that we license
for the topical treatment of open-angle glaucoma. Since February
2015, he has served as the Vice President of Pharmaceutical
Development at WuXi AppTec, where he is responsible for providing
scientific leadership in the areas of Developability, Formulation
Development and GMP Manufacturing. Prior to WuXi he held the
position of Global Head of Chemical and Pharmaceutical Profiling
(CPP) at Novartis from 2004 to 2015, where he led the development
and implementation of innovative dosage form designs and continuous
manufacturing paradigms. He has also held positions as the Director
of Formulation Development at Vertex Pharmaceuticals and Senior
Scientist at Biogen.
Dr. Panicucci received his Ph.D. in Physical Organic Chemistry at
the University of Toronto, and has two postdoctoral fellowships at
University of California at Santa Barbara and the Ontario Cancer
Institute. Dr. Panicucci will continue advise on the scientific
and commercial development of our MAN-01 glaucoma drug with Mannin
Research Inc. He will also now provide insight and guidance on all
our pipeline assets.
In connection with his service as a director, we have entered into
an agreement with Dr. Panicucci pursuant to which he will earn
options to acquire up to 50,000 shares of our common stock. The
options will vest in quarterly installments of 12,500 each and are
exercisable for 5 years at $3.00 per option.
Item 7.01 Regulation FD Disclosure.
On February 13, 2018, we issued a press release entitled
“Q Biomed Adds Big Pharma
Executive to Board of Directors.” 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.
10.1
Non-qualified
Stock Option Agreement, dated February 13, 2018, between Dr.
Panicucci and Q BioMed Inc.
99.1
Press Release
entitled “Q BioMed: Former Novartis
Global Head and WuXi STA's VP of Pharmaceutical Development Joins
Company Board”
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.
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Q BioMed Inc.
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By: /s/
Denis Corin
Name:
Denis Corin
Title:
Chief Executive Officer
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