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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Q BioMed Inc (CE) | USOTC:QBIO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0005 | 0.00 | 01:00:00 |
[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended: February 29, 2016
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Or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________ to _____________
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Commission File Number:
333-193328
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Q BIOMED, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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46-4013793
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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c/o Sanders Ortoli Vaughn-Flam Rosenstadt LLP
501 Madison Ave. 14th Floor
New York, NY10022
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(Address of principal executive offices)
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(212) 588-0022
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☐
(Do not check if a smaller reporting company)
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Smaller reporting company
☒
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Common Stock, $0.001 par value
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8,749,835 shares
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(Class)
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(Outstanding as at April 19, 2016)
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Page | |
PART I – FINANCIAL INFORMATION
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2 |
Item 1. Financial Statements
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2 |
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation
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12 |
Item 3. Quantitative and Qualitative Disclosure About Market Risks
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17 |
Item 4. Controls and Procedures
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18 |
PART II – OTHER INFORMATION
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18 |
Item 1. Legal Proceedings
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18 |
Item 1A. Risk Factors
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18 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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18 |
Item 3. Defaults Upon Senior Securities
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18 |
Item 4. Mine Safety Disclosures
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18 |
Item 5. Other Information
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18 |
Item 6. Exhibits and Reports on Form 8-K
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19 |
SIGNATURES
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20 |
February 29, 2016
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November 30, 2015
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 240,933 | $ | 131,408 | ||||
Total current assets
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240,933 | 131,408 | ||||||
Total assets
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$ | 240,933 | $ | 131,408 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current liabilities:
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||||||||
Accounts payable and accrued expenses
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$ | 42,975 | $ | 58,802 | ||||
Accounts payable - related party
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- | 30,000 | ||||||
Accrued interest payable
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14,101 | 2,511 | ||||||
Convertible notes payable
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941,059 | 296,000 | ||||||
Total current liabilities
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998,135 | 387,313 | ||||||
Total liabilities
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998,135 | 387,313 | ||||||
Commitments and contingencies
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Stockholders' Equity (Deficit):
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||||||||
Preferred stock, $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding as of February 29, 2016 and November 30, 2015
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- | - | ||||||
Common stock, $0.001 par value; 250,000,000 and 100,000,000 shares authorized; 8,749,835 and 8,597,131 shares issued and outstanding as of February 29, 2016 and November 30, 2015, respectively
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8,750 | 8,597 | ||||||
Additional paid-in capital
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2,678,396 | 865,690 | ||||||
Accumulated deficit
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(3,444,348 | ) | (1,130,192 | ) | ||||
Total Stockholders' Equity (Deficit)
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(757,202 | ) | (255,905 | ) | ||||
Total Liabilities and Stockholders' Equity (Deficit)
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$ | 240,933 | $ | 131,408 |
For the three months ended
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February 29, 2016
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February 28, 2015
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Operating expenses:
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General and administrative expenses
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$ | 1,781,135 | $ | 8,184 | ||||
Research and development expenses
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150,000 | - | ||||||
Total operating expenses
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1,931,135 | 8,184 | ||||||
Other (income) expense:
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Interest expense
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86,843 | - | ||||||
Loss on conversion of debt
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60,178 | - | ||||||
Loss on issunce of convertible debt
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364,000 | |||||||
Change in fair value of embedded conversion option
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(128,000 | ) | - | |||||
Total other expenses
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383,021 | - | ||||||
Net loss
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$ | (2,314,156 | ) | $ | (8,184 | ) | ||
Net loss per share - basic and diluted
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$ | (0.27 | ) | $ | (0.00 | ) | ||
Weighted average shares outstanding, basic and diluted
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8,665,290 | 8,125,000 |
For the three months ended
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February 29, 2016
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February 28, 2015
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Cash flows from operating activities:
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Net loss
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$ | (2,314,156 | ) | $ | (8,184 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities
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Issuance of common stock and warrants for services
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836,488 | - | ||||||
Issuance of warrants for services to related party
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765,000 | - | ||||||
Change in fair value of embedded conversion option
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(128,000 | ) | - | |||||
Accretion of debt discount
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75,084 | - | ||||||
Loss on conversion of debt
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60,178 | - | ||||||
Loss on issuance of convertible debt
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364,000 | |||||||
Changes in operating assets and liabilities:
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Accounts payable and accrued expenses
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(15,827 | ) | (1,100 | ) | ||||
Accrued interest payable
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11,758 | - | ||||||
Net cash used in operating activities
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(345,475 | ) | (9,284 | ) | ||||
Cash flows from financing activities:
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Proceeds fron issuance of convertible notes
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455,000 | - | ||||||
Net cash provided by financing activities
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455,000 | - | ||||||
Net increase (decrease) in cash and cash equivalents
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109,525 | (9,284 | ) | |||||
Cash and cash equivalents at beginning of period
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131,408 | 12,649 | ||||||
Cash and cash equivalents at end of period
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$ | 240,933 | $ | 3,365 | ||||
Non-cash financing activities:
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Issuance of common stock upon conversion of convertible notes payable
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$ | 121,193 | $ | - | ||||
Issuance of warrants to settle accounts payable to related party
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$ | 30,000 | $ | - | ||||
Cash paid for interest
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$ | - | $ | - | ||||
Cash paid for income taxes
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$ | - | $ | - |
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·
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Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
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·
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Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
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·
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Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
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Potentially dilutive securities at 2/29/16
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Number of shares
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Warrants (Note 8)
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450,000 | |||
Conversion option (Note 4)
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323,482 |
February 29, 2016
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November 30, 2015
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Series A Notes:
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Principal value of 10%, convertible at $2.24 and $1.92 at February 29, 2016 and November 30, 2015, repectively.
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$ | 37,500 | $ | 50,000 | ||||
Fair value of bifurcated embedded conversion option of Series A Notes
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36,000 | 64,000 | ||||||
Debt discount
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(16,615 | ) | (28,832 | ) | ||||
Carrying value of Series A Notes
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56,885 | 85,168 | ||||||
Series B Notes:
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Principal value of 10%, convertible at $2.24 and $1.92 at February 29, 2016 and November 30, 2015, repectively.
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$ | 80,000 | $ | 50,000 | ||||
Fair value of bifurcated embedded conversion option of Series B Notes
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83,000 | 64,000 | ||||||
Debt discount
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(58,502 | ) | (34,744 | ) | ||||
Carrying value of Series B Notes
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104,498 | 79,256 | ||||||
Series C Notes:
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Principal value of 10%, convertible at $1.55 at February 29, 2016 and November 30, 2015.
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$ | 420,000 | $ | 85,000 | ||||
Fair value of bifurcated embedded conversion option of Series C Notes
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693,000 | 101,000 | ||||||
Debt discount
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(333,324 | ) | (54,424 | ) | ||||
Carrying value of Series C Notes
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779,676 | 131,576 | ||||||
Total carrying value of convertible notes
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$ | 941,059 | $ | 296,000 |
For the three months ended February 29, 2016
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Stock price
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$ | 3.55 - $4.24 | ||
Terms (years)
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1.0 - 1.5 | |||
Volatility
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112.57% - 148.63 | % | ||
Risk-free rate
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1 | % | ||
Dividend yield
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0.00 | % |
Weighted Average
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Warrants
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Exercise Price
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Outstanding at November 30, 2015
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100,000 | $ | 2.18 | |||||
Granted
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350,000 | 3.82 | ||||||
Expired/ Forfeited
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- | - | ||||||
Outstanding at February 29, 2016
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450,000 | $ | 3.46 | |||||
Exercisable at February 29, 2016
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25,000 | $ | 2.18 |
Off-Balance Sheet Arrangements
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For the three months ended
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February 29, 2016
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February 28, 2015
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Operating expenses:
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General and administrative expenses
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$ | 1,781,135 | $ | 8,184 | ||||
Research and development expenses
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150,000 | - | ||||||
Total operating expenses
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1,931,135 | 8,184 | ||||||
Other (income) expense:
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Interest expense
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86,843 | - | ||||||
Loss on conversion of debt
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60,178 | - | ||||||
Loss on issuance of convertible debt
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364,000 | - | ||||||
Change in fair value of embedded conversion option
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(128,000 | ) | - | |||||
Total other expenses
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383,021 | - | ||||||
Net loss
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$ | (2,314,156 | ) | $ | (8,184 | ) |
Exhibit Number
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Name and/or Identification of Exhibit
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31
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Rule 13a-14(a)/15d-14(a) Certifications
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32
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Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
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101
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Interactive Data File
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(INS) XBRL Instance Document
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(SCH) XBRL Taxonomy Extension Schema Document
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(CAL) XBRL Taxonomy Extension Calculation Linkbase Document
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(DEF) XBRL Taxonomy Extension Definition Linkbase Document
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(LAB) XBRL Taxonomy Extension Label Linkbase Document
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(PRE) XBRL Taxonomy Extension Presentation Linkbase Document
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Q BIOMED, INC.
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(Registrant)
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Signature
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Title
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Date
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/s/ Denis Corin
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President
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April 22, 2015
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Denis Corin
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/s/ Denis Corin
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Principal Accounting Officer
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April 22, 2015
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Denis Corin
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Principal Financial Officer
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1 Year Q BioMed (CE) Chart |
1 Month Q BioMed (CE) Chart |
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