UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended: August 31, 2016 |
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| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from ____________ to _____________ |
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Commission File Number: 000-55535 |
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Q BIOMED INC. |
| (Exact name of registrant as specified in its charter) |
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Nevada | 46-4013793 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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c/o Ortoli Rosenstadt LLP 501 Madison Ave. 14th Floor New York, NY10022 |
| (Address of principal executive offices) |
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(212) 588-0022 |
| (Registrant's telephone number, including area code) |
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Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
| Common Stock, $0.001 par value | 9,084,253 shares |
| (Class) | (Outstanding as at October 14, 2016) |
Explanatory Note
We are filing this Amendment No. 1 (the “Amendment”) on Form 10-Q/A to amend our Quarterly Report on Form 10-Q for the quarter ended August 31, 2016 (the “Original Filing”) that was filed with the Securities and Exchange Commission on October 17, 2016, solely for the purposes of (i) amending the section entitled “Exhibits” included in Part II - Item 6 of the Original Filing, (ii) to re-file Exhibit 10.1 (“Exhibit 10.1”) to the Original Filing in response to comments we received from the Securities and Exchange Commission (the “SEC”) on a confidential treatment request we had made for certain portions of Exhibit 10.1 and (iii) to re-file Exhibit 10.2 (“Exhibit 10.2”) to the Original Filing in response to comments we received from the SEC on a confidential treatment request we had made for certain portions of Exhibit 10.2. Exhibit 10.1 and Exhibit 10.2, each as re-filed, include certain portions that had previously been redacted pursuant to our request for confidential treatment. Nothing in the Original Filing is being amended other than as described above.
In addition, as required by Rule 12b–15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.
This Amendment should be read in conjunction with the Original Filing and our other filings with the SEC. Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Filing with the SEC on October 17, 2016, and we have not attempted in this Amendment to modify or update other disclosures as presented in the Original Filing.
Item 6. Exhibits
| Exhibit Number | Name and/or Identification of Exhibit |
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| 10.1 | Patent and Technology License and Purchase Option Agreement, dated May 30, 2016, with Bio-Nucleonics Inc.* |
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| 10.2 | First Amendment to Patent and Technology License and Purchase Option Agreement, dated September 6, 2016, with Bio-Nucleonics Inc.* |
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| 31 | Rule 13a-14(a)/15d-14(a) Certifications |
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| 32 | Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350) |
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| 101 | Interactive Data File |
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| | (INS) XBRL Instance Document ** |
| | (SCH) XBRL Taxonomy Extension Schema Document ** |
| | (CAL) XBRL Taxonomy Extension Calculation Linkbase Document ** |
| | (DEF) XBRL Taxonomy Extension Definition Linkbase Document ** |
| | (LAB) XBRL Taxonomy Extension Label Linkbase Document ** |
| | (PRE) XBRL Taxonomy Extension Presentation Linkbase Document ** |
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| * | Confidential treatment has been requested with respect to certain portions of this exhibit. |
| ** | Previously filed in the Original Filing |
Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Q BIOMED INC. |
| (Registrant) |
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| Signature | Title | Date |
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| | �� | |
/s/ Denis Corin | President, Chief Executive Officer, Acting Principal Accounting Officer, | March 31, 2017 |
| Denis Corin | Principal Financial Officer | |
