UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: August 2024
Commission File Number: 001-39152
QUANTUM BIOPHARMA LTD. |
(Translation of registrant's name into English) |
199 Bay St., Suite 4000
Toronto, Ontario M5L 1A9, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
This Form 6-K and the exhibits attached hereto are incorporated by reference into the Registrant’s Registration Statement on Form F-3 (SEC File No. 333-276264), including any prospectuses forming a part of such Registration Statement.
EXPLANATORY NOTE
Quantum Biopharma Ltd., formerly known as FSD Pharma Inc. (the “Company”), entered into an Amended and Restated Exclusive Intellectual Property License Agreement (“Amended License Agreement”) dated August 14, 2024, with Celly Nutrition Corp., a British Colombian corporation (“Celly Canada”), Celly Nutrition Corp., a Delaware corporation (“Celly U.S.”) and Lucid Psycheceuticals, Inc., an Ontario corporation (“Lucid”). The Amended License Agreement amends the Exclusive Intellectual Property License Agreement dated July 31, 2023, between the Company, Celly Canada and Lucid (the “Original License Agreement”).
The Original License Agreement was amended (i) to add Celly U.S, as a licensee to the Amended License Agreement, (ii) noted that Celly Canada became the sole and exclusive owner of the UNBUZZD trademark (“Trademark”) pursuant to an intellectual property purchase agreement with the Company dated October 2, 2023 (“IP Purchase Agreement”) and licensed the Trademark to Celly U.S. pursuant to an intellectual property assignment agreement dated the same date, (iii) referenced the Amended and Restated General Loan Agreement (“Amended Loan Agreement”) pursuant to which the Company’s loan to Celly Nu was increased by CA$300,000 to CA$1,300,000 and (iv) made conforming changes throughout the Amended License Agreement to effectuate these changes.
The foregoing descriptions of the Amended License Agreement, the IP Purchase Agreement and the Amended Loan Agreement herein do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full terms of these agreements, copies of which are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively and incorporated herein. The Company has also attached a copy of its Amended and Restated General Security Agreement made by Celly Canada in favor of the Company on April 3, 2024, which was entered into in connection with the Amended Loan Agreement as Exhibit 4.4, which is incorporated herein.
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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, thereunto duly authorized.
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Date: August 26, 2024 | By: | /s/ Nathan Coyle |
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| Nathan Coyle, Chief Financial Officer |
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EXHIBIT INDEX
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*Filed herewith
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