QNTM 0001185185-25-000458 6-K Filing: May 14, 2025

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of: May 2025

Commission File Number: 001-39152

Quantum Biopharma Ltd.
(Translation<br> of registrant's name into English)

55 University Avenue, Suite1003,

Toronto,Ontario M5J 2H7, 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 ☐

INCORPORATIONBY REFERENCE

This Report on Form 6-K and the exhibits attached hereto (Exhibit 99.1 and 99.2) 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such Registration Statement and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

CONTENTS

This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) consists of Quantum BioPharma Ltd.’s (i) Unaudited Condensed Consolidated Financial Statements as of, and for the three months ended, March 31, 2025, which are attached hereto as Exhibit 99.1; and (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2025, which is attached hereto as Exhibit 99.2.

EXHIBITINDEX

Exhibit	Description
99.1	Condensed consolidated interim financial statements for the three months ended March 31, 2025 and 2024
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operation for the three months ended March 31, 2025 and 2024
99.3	CEO Certification of Interim Filings dated May 14, 2025
99.4	CFO Certification of Interim Filings dated May 14, 2025

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.

	Quantum<br> Biopharma Ltd.<br><br> <br>(Registrant)
Date:<br> May 14, 2025	By:	/s/<br> Donal Carroll
		Donal<br> Carroll, Chief Financial Officer

Exhibit 99.1

QuantumBiopharma Ltd. (formerly, FSD Pharma Inc.)

Condensedconsolidated interim financial statements

For the three months ended March 31, 2025, and 2024

[expressed in United States dollars]

F-1

QUANTUMBIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

CONDENSEDCONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

[unaudited] [expressed in United States dollars]

As at		March 31,		December 31,
		2025		2024
	Notes
ASSETS
Current assets
Cash and cash equivalents
Other receivables	4
Prepaid expenses and deposits	5
Finance receivables, net	6
Investments	7
Inventory	8
Digital assets	9

Non-current assets
Equipment, net
Long-term investments	7
Right-of-use asset, net
Intangible assets, net	10
Total assets
LIABILITIES
Current liabilities
Trade and other payables	11,22
Lease obligations
Warrants liability	12
Derivative liabilities	14
Deferred income	21
Notes payable	13
Convertible debentures	14

Total liabilities
SHAREHOLDERS’ EQUITY
Class A Multiple Voting Share capital	15
Class B Subordinate Voting Share capital	15
Warrants	15
Contributed surplus
Foreign exchange translation reserve
Accumulated deficit			)		)
Equity attributable to shareholders of the Company
Non-controlling interests	17		)		)

Total liabilities and shareholders’ equity
Commitments and contingencies	21
Subsequent events	25

All values are in US Dollars.

On behalf of the Board:
“Signed”	“Signed”
Director - Zeeshan Saeed	Director - Eric Hoskins

Theaccompanying notes are an integral part of these condensed consolidated interim financial statements.

F-2

QUANTUMBIOPHARMA LTD. (formerly, FS PHARMA INC.)

CONDENSEDCONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

[unaudited] [expressed in United States dollar, except number of shares]


For the three months ended March 31,	Notes
Expenses
General and administrative	19
External research and development fees
Share-based payments	16
Depreciation and amortization	10
Total operating expenses
Loss from operations		)	)
Interest income	20	)	)
Other income		)
Finance expense, net
Accretion and interest expense	14
Gain on settlement of debt		)
Loss (gain) on change in fair value of derivative liabilities and warrant liability	12, 14		)
Unrealized loss on change in fair value of digital assets	9
Realized gain on sale of digital assets	9	)
Loss on issuance of convertible debt	14
Net loss		)	)
Other comprehensive loss
Items that may be subsequently reclassified to loss:
Exchange loss on translation of foreign operations		)	)
Comprehensive loss		)	)
Net loss attributable to:
Equity owners of the Company		)	)
Non-controlling interests	17	)	)
		)	)
Net (loss) per share
Basic and diluted - continuing operations	18	)	)
Weighted average number of shares outstanding – basic and diluted	18

All values are in US Dollars.

Theaccompanying notes are an integral part of these condensed consolidated interim financial statements.

F-3

QUANTUMBIOPHARMA LTD. (formerly, FS PHARMA INC.)

CONDENSEDCONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the three months ended March 31, 2025, and 2024

[unaudited] [expressed in United States dollars, except number of shares]

	Class A<br> shares	Class B<br> shares		Warrants
	#	#		#
Balance, December 31, 2023	2		605,796		158,832				)		)
Shares issued [note 15]	—		6,362		—
Shares for debt [note 15]	—		9,835		—
Share-based payments [note 16]	—		—		—
Warrants expired [note 15]	—		—		(20,000	)	)
Comprehensive loss for the period	—		—		—				)	)	)	)
Balance, March 31, 2024	2		621,993		138,832				)		)
Balance, December 31, 2024	12		2,299,502		210,370				)		)
Shares issued - convertible debt [note 14,15]	—		399,071		—
Warrants issued [note 14]	—		—		346,806
Warrants expired [note 15]	—		—		(30,770	)	)
Share-based payments [note 16]	—		—		—
Exercise of options [note 15,16]	—		12,500		—			)
Comprehensive loss for the period	—		—		—				)	)	)	)
Balance, March 31, 2025	12		2,711,073		526,406				)		)

All values are in US Dollars.

Theaccompanying notes are an integral part of these condensed consolidated interim financial statements.

F-4

QUANTUMBIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

CONDENSEDCONSOLIDATED INTERIM STATEMENTS OF CHANGES IN CASH FLOWS

For the three months ended March 31, 2025, and 2024

[unaudited] [expressed in United States dollar]



Operating activities
Net loss	)	)
Add (deduct) items not affecting cash
Depreciation and amortization
Interest expense
Accretion and interest expense
Share-based payments
Change in fair value of derivative liabilities		)
Loss on issuance of convertible debt
Unrealized foreign exchange (gain) loss	)
Unrealized loss on change in fair value of digital assets
Realized gain on sale of digital assets	)
Gain on settlement of debt	)
Changes in non-cash working capital balances
Finance receivables
Other receivables
Prepaid expenses and deposits	)	)
Inventory
Trade and other payables	)	)
Cash used in operating activities	)	)
Investing activities
Redemption of investments
Purchase of investments		)
Purchases of digital assets	)
Proceeds from sale of digital assets
Cash used in investing activities	)	)
Financing activities
Proceeds from issuance of shares, net
Proceeds from convertible debentures
Payment of lease obligation	)	)
Share options exercised
Proceeds from loans (RH)
Cash provided by financing activities
Net decrease	)	)
Cash and cash equivalents, beginning of the period
Cash and cash equivalents, end of the period
Non-cash transactions
Shares issued for debt

All values are in US Dollars.

Theaccompanying notes are an integral part of these condensed consolidated interim financial statements.

F-5

QUANTUMBIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

1.Nature of business

Quantum BioPharma Ltd. (formerly, FSD Pharma Inc.) (“Quantum” or the “Company”) is a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions for the treatment of challenging neurodegenerative, inflammatory and metabolic disorders and alcohol misuse disorders with drug candidates in different stages of development. Through its wholly owned subsidiary, Lucid Psycheceuticals Inc. (“Lucid”), Quantum is focused on the research and development of its lead compound, Lucid-MS (formerly Lucid-21-302) (“Lucid-MS”). Lucid-MS is a patented new chemical entity shown to prevent and reverse myelin degradation, the underlying mechanism of multiple sclerosis, in preclinical models. The Company also maintains selective R&D programs for inflammatory diseases (FSD-PEA) and depression (Lucid-PSYCH), though these initiatives remain secondary priorities. Quantum is also focused on the research and development of a treatment for alcohol misuse for application in hospitals and other medical practices. Quantum maintains a portfolio of strategic investments through its wholly owned subsidiary, FSD Strategic Investments Inc., which represent loans secured by residential property.

The Company’s registered office is located at 55 University Avenue, Suite 1003, Toronto, Ontario, M5J 2H7. On August 15, 2024, the Company consolidated its Class A Multiple Voting Shares and Class B Subordinate Voting Shares (each as defined hereinafter) on a 65:1 basis and changed its name to “Quantum BioPharma Ltd.” with a new trading symbol “QNTM” on both NASDAQ and CSE.

On July 31, 2023, the Company entered into an exclusive intellectual property license agreement (the “License Agreement”) with Celly Nutrition Corp. (“Celly”). The License Agreement provides Celly access to proprietary information for the purposes of consumer product development and marketing. The License Agreement grants Celly the rights to a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function for the purposes of potentially quickly relieving from the effects of alcohol consumption, such as inebriation, and restoring normal lifestyle. The License Agreement also grants Celly rights to certain trademarks. In exchange, Quantum received 200,000,000 common shares in the capital of Celly following a 2:1 share-split. The Company also received an anti-dilution Warrant Certificate that entitles Quantum to purchase up to 25% of the common shares deemed outstanding less the 200,000,000 common shares issued under the License Agreement and from time to time as a result of any partial exercise under the anti-dilution Warrant Certificate. Quantum is also entitled to certain license fees and royalties under the License Agreement. Through the License Agreement, Quantum acquired 34.66% of Celly. On July 31, 2023, the Company and Celly entered into a loan agreement for gross proceeds of C$1,000,000. The loan was funded on August 1, 2023, and accrues interest at a rate of 10% per annum. Interest is payable annually and the loan matures on July 31, 2026. On April 3, 2024, an amendment to the loan agreement was approved for additional gross proceeds of C$300,000. In November 2023, through the Plan of Arrangement the Company distributed 45,712,529 of its 200,000,000 shares of Celly to its shareholders. The License Agreement was amended and restated on August 14, 2024. The condensed consolidated interim financial statements incorporate the assets and liabilities of Celly as of March 31, 2025, and the results of operations and cash flows for the three months ended March 31, 2025. As of March 31, 2025, the Company had a 20.11% (December 31, 2024 – 22.95%) ownership interest in Celly through common shares held in Celly.

F-6

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

Subsidiaries

These condensed consolidated interim financial statements are comprised of the financial results of the Company and its subsidiaries, which are the entities over which the Company has control. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. The Company has the following subsidiaries:

		Ownership<br><br> percentage<br><br>as at		Ownership<br><br> percentage<br><br>as at
		March 31, <br><br> 2025		December 31, <br><br>2024
Entity Name	Country	%		%
FSD Biosciences Inc.	USA		100.00		100.00
Prismic Pharmaceuticals Inc.(“Prismic)	USA		100.00		100.00
FV Pharma Inc.	Canada		100.00		100.00
Lucid Psycheceuticals Inc.	Canada		100.00		100.00
FSD Strategic Investments Inc.	Canada		100.00		100.00
FSD Pharma Australia Pty Ltd	Australia		100.00		100.00
Celly Nutrition Corp.	Canada		20.11		22.95
Huge Biopharma Australia Pty Ltd	Australia		100.00		100.00

Non-controlling interests (“NCI”) represent ownership interests in consolidated subsidiaries by parties that are not shareholders of the Company. They are shown as a component of total equity in the condensed consolidated interim statements of financial position, and the share of income (loss) attributable to non-controlling interests is shown as a component of net income (loss) in the condensed consolidated interim statements of loss and comprehensive loss. Changes in the parent company’s ownership that do not result in a loss of control are accounted for as equity transactions.

2.Basis of presentation

[a]Statement of compliance

These condensed consolidated interim financial statements (“financial statements’) were prepared using the same accounting policies and methods as those used in the Company’s audited consolidated financial statements for the year ended December 31, 2024. These financial statements have been prepared in compliance with IAS 34 – Interim Financial Reporting. Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with IFRS® Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). have been omitted or condensed. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024.

These financial statements were approved and authorized for issuance by the Board of Directors (the “Board”) of the Company on May 14, 2025.

[b] Functional currency and presentationcurrency

The financial statements of each company within the consolidated group are measured using their functional currency, which is the currency of the primary economic environment in which an entity operates. These condensed consolidated interim financial statements are presented in United States dollars (“USD”), which is the Company’s functional and presentation currency for all periods presented. The Company’s functional currency is the United States dollar, and the functional currencies of its subsidiaries are as follows:

FSD Biosciences Inc.	United States Dollar
Prismic Pharmaceuticals Inc.	United States Dollar
FV Pharma Inc.	Canadian Dollar
Lucid Psycheceuticals Inc.	Canadian Dollar
FSD Strategic Investments Inc.	Canadian Dollar
FSD Pharma Australia Pty Ltd	Australian Dollar
Celly Nutrition Corp.	Canadian Dollar
Huge Biopharma Australia Pty Ltd	Australian Dollar

F-7

QUANTUMBIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

[c]Use of estimates and judgments

The preparation of these financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, consistent with those disclosed in the audited consolidated financial statements for the year ended December 31, 2024, and described in these financial statements. Actual results could differ from these estimates.

Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

3.New standards, amendments and interpretations adopted by the Company

The Company did not adopt any new standards, amendments and interpretations during the period ended March 31, 2025.

4.Other receivables

The Company’s other receivables are comprised of the following as at:

	March 31, 2025	December 31, 2024

Sales tax recoverable
Interest receivable
Other receivables

All values are in US Dollars.

5.Prepaid expenses and deposits

The Company’s prepaid expenses and deposits include the following:

	March 31,<br> 2025	December 31,<br> 2024

Research and development
Insurance
Other prepaids and deposits

All values are in US Dollars.

F-8

QUANTUMBIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

6.Finance receivables

Finance receivables consist of secured loan receivables measured at amortized cost, net of allowance for expected credit losses. Finance receivables as at March 31, 2025, are as follows:


Balance – December 31, 2024
Additions
Add: Interest income
Less: Interest payments		)
Less: Principal payments		)
Effects of foreign exchange		)
Balance –<br> March 31, 2025
Current
Non-current
Balance –<br> March 31, 2025

All values are in US Dollars.

Allowances for expected credit losses as at March 31, 2025, were $nil (December 31, 2024 - $nil). Finance receivables earn fees at fixed rates between 6%-8% per annum and have an average term to maturity of one year from the date of issuance. The loans are secured by residential property with a first or second collateral mortgage on the secured property. Loans are issued up to 55% of the initial appraised value of the secured property at the time of issuance.

Finance receivables include the following as at March 31, 2025:


Minimum payments receivable
Unearned income
Net investment
Allowance for credit losses
Finance receivables, net

All values are in US Dollars.

As at March 31, 2025, all loans were classified at amortized cost.

7.Investments

The following tables outline changes in investments during the period:


Entity	Instrument	Note	Redemptions
A2ZCryptoCap Inc.	Shares	(i)		—
Royal Bank of Canada	GIC	(ii)		—
Meridian	GIC	(iii)		(1,181,499	)
				(1,181,499	)

All values are in US Dollars.

(i) On June 23, 2022, the Company acquired 80,000 shares of A2Z for C$0.10 per share. As at March 31, 2025, the fair value of the shares was determined based on the quoted market price of the shares of C$0.04 per share (December 31, 2024 – C$0.04).

F-9

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

ii) During the year ended December 31, 2024, the Company purchased four GICs for a total amount of C$4,030,000 from RBC with maturity dates ranging from February 14, 2025, to September 12, 2025. The GICs pay variable interest ranging from 4.20% to 4.95% per annum. As of March 31, 2025, the total balance outstanding was C$30,000 (December 31, 2024 – C$30,000) as three GICs out of the four were effectively redeemed during the year ended December 31, 2024.

(iii) During the year ended December 31, 2024, the Company purchased three GICs for a total amount of C$4,520,000 from Meridian Credit Union (“Meridian”) with maturity dates ranging from December 21, 2024, to March 25, 2025. The GICs pay variable interest ranging from 3.52% to 3.78% per annum. As of March 31, 2025, the total balance outstanding was $Nil as the remaining GICs were redeemed during the period (December 31, 2024 - C$1,700,000).

8.Inventory

Inventories consist of purchased raw materials that will be used in the manufacturing of finished goods and are valued at lower of cost or net realizable value. The cost of inventory is determined on a first-in, first-out basis. The cost of work in-process and finished goods are valued at the lower of cost or net realizable value. As at March 31, 2025, the Company’s inventory consisted of the following balances:


Raw materials
Finished goods
Outstanding<br> as at March 31, 2025

All values are in US Dollars.

9.Digital assets

(a)	The changes in the digital assets balance for the following periods<br>are as follows:
	January 1,<br> 2025<br> Balance	Additions	Dispositions		Unrealized loss		March 31,<br> 2025<br> Balance
---	---	---	---	---	---	---	---

Bitcoin						)
Dogecoin						)
Solana				)		)
XRP						)
				)		)

All values are in US Dollars.

	January 1,<br> 2024 Balance	Unrealized<br> loss		December 31,<br> 2024, Balance

Bitcoin			)
Dogecoin			)
Solana			)
			)

All values are in US Dollars.

F-10

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. Digital assets have a limited history, and the fair value historically has been very volatile. The Company may not be able to liquidate its inventory of digital assets currency at its desired price if required. The Company has recognized a loss in fair value $718,827 that is included in the net loss from operations for the three months ended March 31, 2025 (2024 - $nil). During the three months ended March 31, 2025, the Company invested $2,800,000 in digital assets. The Company also sold $200,000 in digital assets for gross proceeds of $268,293 and recognized a gain on sale of digital assets of $68,293 (2024 - $nil).

The following table presents the Company’s digital assets, measured at fair value less and categorized into levels of the fair value hierarchy on the condensed consolidated interim statements of financial position as at the following:

Asat March 31, 2025

		Level 2	Level 3
Digitalassets, at fair value	Level 1<br>Quoted <br>market price	Valuation<br> technique - <br>observable <br>market<br> inputs	Valuation<br> technique - <br>unobservable <br>market<br> inputs

Digital coins

All values are in US Dollars.

As at December 31, 2024

		Level 2	Level 3
Digitalassets, at fair value	Level 1<br>Quoted <br>market price	Valuation <br>technique - <br>observable <br>market<br> inputs	Valuation <br>technique - <br>unobservable <br>market<br> inputs

Digital coins

All values are in US Dollars.

10.Intangible assets

Intangible assets as at March 31, 2025, are as follows:

Cost	Lucid

As<br> at December 31, 2024, and March 31, 2025
Accumulated<br> amortization
As at December 31, 2024
Amortization
As at March<br> 31, 2025
Net book value
As at March 31, 2025
As at December 31, 2024

All values are in US Dollars.

The Company’s intangible asset for Lucid represents the license agreement with the University Health Network giving the Company world-wide exclusive rights to the Lucid-MS compound and related patents.

F-11

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

11.Trade and other payables

Trade and other payables consist of the following as at:

	March 31,<br> 2025	December 31,<br> 2024

Trade payables
Accrued liabilities (i)

All values are in US Dollars.

(i) Accrued liabilities consist of the following as at:

	March 31, <br>2025	December 31, <br>2024

External research and development fees
Operational expenses
Professional and other fees
Accrued interest

All values are in US Dollars.

12.Warrants Liability

[a]August 2022 Warrants

In August 2020, the Company issued 42,499 Class B Subordinate Voting Shares and 21,250 warrants to purchase Class B Subordinate Voting Shares for total cash proceeds of $9,999,997. Each warrant is exercisable to purchase one Class B Subordinate Voting Share of the Company at an exercise price of $276.90 per share and expire five years from the date of issuance. The fair value of these warrants is classified as Level 2 in the fair value hierarchy.

On initial recognition the Company determined that these warrants did not meet the IFRS definition of equity due to the exercise price being denominated in United States dollar, which was not the functional currency of the Company at the time resulting in variability in exercise price. The change in functional currency on October 1, 2020, was determined to be a change in circumstance and, as such, the Company has made an accounting policy choice to continue to recognize the warrants as a financial liability classified at fair value through profit or loss.

The fair value of the warrants liability as at March 31, 2025, was $221 (December 31, 2024 – $2) resulting in a loss on change in fair value of $219 for the three months ended March 31, 2025 (2024 – $23,297). The fair value was determined using the Black-Scholes option pricing model and the following assumptions as at:

	March 31, <br><br>2025			December 31,<br><br> 2024
Share price	$	11.08		$	3.68
Exercise price	$	276.90		$	276.90
Expected dividend yield		-			-
Risk free interest rate		2.47	%		2.91	%
Expected life		0.35			0.60
Expected volatility		192	%		134	%

F-12

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

[b]December 2024 Warrants

During the year ended December 31, 2024, the Company issued warrants attached to its convertible debenture (Note 14).

The Company determine that these warrants were exchangeable into a variable number of shares due to foreign exchange, and as such, the warrants were classified as financial liabilities measured at fair value through profit or loss (“FVTPL”). The Company uses the Black-Scholes pricing model to estimate fair value. Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price. The risk-free interest rate for the life of the warrants was based on the yields available on government benchmark bonds with a term approximating the remaining term of the warrants. The life of the warrants is based on the contractual term. The fair value of the warrant liability as at December 13, 2024, the date of issuance was $245,147. The fair value of the warrants as of March 31, 2025, was $523,128 (December 31, 2024 - $212,000) resulting in a loss on change in fair value of $311,128 (2024 - $Nil). The fair value was determined using the Black-Scholes option pricing model and the following assumptions as at:

	December 13, <br><br>2024			December 31, <br><br>2024			March 31, <br><br>2025
Share price (CAD)	$	5.80		$	5.20		$	11.08
Exercise price (CAD)	$	7.00		$	7.00		$	7.00
Expected dividend yield		-			-			-
Risk free interest rate		2.97	%		2.96	%		2.61	%
Expected life		5.00			4.95			4.71
Expected volatility		104.39	%		104.52	%		116.80	%
Foreign exchange rate		0.70			0.70			0.70

[c]January 2025 Warrants

On January 20, 2025**,** the Company issued warrants attached to its convertible debenture (Note 14). The fair value of the warrant liability at the date of issuance on January 20, 2025, was $405,656. The fair value of the warrants as of March 31, 2025, was $1,029,101, resulting in a loss on change in fair value of $623,445 (Note 15). The fair value was determined using the Black-Scholes option pricing model and the following assumptions as at:

	January 20,<br><br> 2025			March 31, <br><br>2025
Share price (CAD)	$	4.90		$	11.08
Exercise price (CAD)	$	5.25		$	5.25
Expected dividend yield		-			-
Risk free interest rate		2.99	%		2.61	%
Expected life		5.00			4.81
Expected volatility		106.90	%		116.80	%
Foreign exchange rate		0.70			0.70

F-13

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

[d]March 6, 2025 Warrants

On March 6, 2025, the Company issued warrants attached to its convertible debenture (Note 14). The fair value of the warrant liability as at date of issuance on March 6, 2025, was $38,702. The fair value of the warrants as of March 31, 2025 was $69,813, resulting in a loss on change in fair value of $31,110 (Note 15). The fair value was determined using the Black-Scholes option pricing model and the following assumptions as at:

	March 6,<br><br> 2025			March 31, <br><br>2025
Share price (CAD)	$	6.44		$	11.08
Exercise price (CAD)	$	5.25		$	5.25
Expected dividend yield		-			-
Risk free interest rate		2.72	%		2.61	%
Expected life		5.00			4.93
Expected volatility		115.20	%		116.80	%
Foreign exchange rate		0.70			0.70

[e]March 28, 2025 Warrants

On March 28, 2025, the Company issued warrants attached to its convertible debenture (Note 14). The fair value of the warrant liability as at date of issuance and March 31, 2025, was $1,218,875, thus no change in fair value during the period (Note 15). The fair value was determined using the Black-Scholes option pricing model and the following assumptions as at:

	March 31, 2025
Share price (CAD)	$	11.08
Exercise price (CAD)	$	7.00
Expected dividend yield		-
Risk free interest rate		2.61	%
Expected life		5.00
Expected volatility		116.80	%
Foreign exchange rate		0.70

13.Notes payable

As at March 31, 2025, the Company has total notes payable balance of $1,087,929 (December 31, 2024 - $619,029).

During the three months ended March 31, 2025, the Company issued a note payable of $443,526 (AUD $710,000) to RH Capital Finance CO LLC (“RH Capital”), with an interest rate of 17.0% per annum and maturing in June 2025. During the three months ended March 31, 2025, the Company accrued interest of $8,797 (AUD $14,082) and the total outstanding balance was $452,323 (AUD $724,082).

During the year ended December 31, 2024, the Company issued a note payable of $309,138 (AUD $500,000) to RH Capital with an interest rate of 17.0% per annum and maturing in June 2025. The total outstanding balance including interest was $335,057 (AUD $536,361) as of March 31, 2025 (December 31, 2024 - $318,480).

This loan allowed the Company to access liquidity with respect to the Australian tax rebate scheme structure.

The remaining note payable balance of $300,549 was assumed on the acquisition of Prismic and is due on demand.

F-14

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

14.Convertible debentures

December2024 Debentures

In December 2024, the Company issued a total of 1,000 convertible debenture units of the Company (the “Debenture Units”) at a price of C$1,000 per Debenture Unit (the “Issue Price”) for total gross proceeds of $702,700 (C$1,000,000). Each Debenture Unit consists of (i) one convertible debenture having a face value of C$1,000 (each a “Debenture”); and (ii) 80 class B common share purchase warrants (each a “Warrant”) exercisable for 80 Class B subordinate voting shares in the Company (each, a “Share”). The Debentures mature 36 months from the date of issuance (the “Maturity Date”) and bear interest at a rate of 1.25% per month, beginning on the date of issuance and payable in cash on the last day of each calendar quarter. If the holder (“Holder”) of the Debenture elects, in its sole and absolute discretion, interest may be paid in Shares at the Conversion Price in effect on the date of payment. The principal sum of the Debentures, or any portion thereof, and any accrued but unpaid interest, may be converted into class B Shares at a conversion price of C$6.25 per Share subject to adjustment (“Conversion Price”). Each Warrant shall entitle the holder to acquire one additional class B Share (each, a “Warrant Share”) at a price of C$7.00 per Warrant Share, for a period of five years from the date of issuance. If the entire amount owing on the Debenture is converted within 6 months of the issuance date, the Holder is entitled to receive a cash amount equal to half the sum of all payments of interest on the December 2024 Debenture that would be due through to the Maturity Date, which the holder may convert all of any part into Class B Shares at the Conversion Price.

The Company may redeem the Debentures at any time prior to maturity, in whole or in part, upon fifteen days’ notice and payment of certain penalties as applicable. The convertible debenture was determined to be a financial instrument comprising a host debt component, a conversion feature and a warrant component which are both considered to be embedded derivatives due to variable consideration payable upon conversion caused by foreign exchange. On initial recognition, the fair value of the embedded derivatives is calculated first, with the residual value being assigned to the host financial liability. The initial fair value of the warrants is $245,147 (Note 12).

The fair value of the conversion feature is determined by using with-and-without method (“with-and-without method’) that considers change in expected cash flows due to the conversion. The model includes all terms of the convertible debenture described above as well as the probability of conversion, the impact of default barrier and the implied credit spread of the Company. The fair value of the conversion feature as at December 13, 2024, the date of issuance was $320,000. The fair value of the conversion feature as at March 31, 2025, was $911,360 (December 31, 2024

$280,000) resulting in a loss on change in fair value of $631,360 (2024 - $Nil).

The fair values were determined using the assumptions below:

	December 13, <br><br>2024			December 31, <br><br>2024			March 31,<br><br> 2025
Share price (CAD)	$	5.85		$	5.20		$	11.08
Conversion price (CAD)	$	6.25		$	6.25		$	6.25
Expected Volatility		98.04	%		100.68	%		106.93	%
Risk free interest rate		2.78	%		2.70	%		2.61	%
Expected life		3.00			2.95			2.70
Credit Spread		12.25	%		12.25	%		12.50	%
Foreign exchange rate		0.7025			0.6952			0.6956

As of March 31, 2025, the Company had the following December 2024 Debenture balance outstanding:

Proceeds	$	702,700
Value of conversion option		320,000
Value of warrants (Note 12 [b])		245,147
Initial recognition of debt	$	137,553
Accretion expense		14,560
Balance, December 31, 2024	$	152,113
Accretion expense		4,807
Balance, March 31, 2025	$	156,920

F-15

QUANTUMBIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

January2025 Debentures

On January 20, 2025**,** the Company closed the third tranche of the December 2024 Offering and issued 1,480 December 2024 Debenture Units for aggregate gross process of $1,032,744 (C$1,480,000). This third tranche was completed under amended terms, including a reduced conversion price of C$4.85 per share, an increased warrant ratio of 103.093 Warrants per Debenture Unit, and a reduced exercise price of C$5.25 per Warrant share.

On February 7, 2025, the investor converted a partial amount of this Debenture into an aggregate of 152,577 shares of the Company’s Class B Subordinate Voting Shares (Note 15). On February 26, 2025, the investor converted the remaining amount of the Debenture into an aggregate amount of 221,237 shares of the Company’s Class B Subordinate Voting Shares (Note 15). Thus, the total amount of Class B Subordinate Voting Shares converted under this Debenture was 373,814.

The fair value of the conversion feature as at dates of conversion on February 7 and February 26, 2025, was $2,912,862, and $656,513, respectively. Where the original terms of the debentures permit the holder to convert at any time before maturity, and the note is subsequently converted early at the holder’s option, the conversion date is deemed to be the instrument’s maturity date.

The fair values were determined using the assumptions below:

	January 20, <br><br>2025			February 7, <br><br>2025			February 26, <br><br>2025
Share price (CAD)	$	4.90		$	16.16		$	8.27
Conversion price (CAD)	$	4.85		$	4.85		$	4.85
Expected Volatility		93.66	%		105.28	%		104.91	%
Risk free interest rate		2.99	%		2.63	%		2.70	%
Expected life		3.00			2.95			2.90
Credit Spread		12.50	%		12.50	%		12.50	%
Foreign exchange rate		0.6978			0.6994			0.6974

The carrying amount of the host liability, at amortized cost, updated to the date of conversion, together with carrying amount of the derivative liability, which is remeasured to fair value immediately before conversion, is transferred to equity such that no gain or loss is recognized on settlement. The Company also incurred a total of $301,936 interest penalties for early conversion of the debentures. This amount was transferred to share capital.

F-16

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

As of March 31, 2025, the Company had the following January 2025 Debenture balance outstanding:

Proceeds	$	1,032,744
Value of conversion option		599,770
Value of warrants (Note 12 [c])		405,656
Initial recognition of debt – January 20, 2025	$	27,318
Accretion expense		14,186
Balance, date of conversion – February 7, 2025	$	41,504
Amount converted		(27,845	)
Balance, February 7, 2025	$	13,659
Accretion expense		7,519
Balance, date of conversion, February 26, 2025	$	21,178
Amount converted		(21,178	)
Balance, March 31, 2025	$	-

March6, 2025 Debentures

On March 6, 2025, the Company closed the fourth tranche of the December 2024 Offering and issued 100 January 2025 Debenture Units for aggregate gross process of $69,890 (C$100,000). This tranche was completed under the same terms as the January 2025 Debentures, including a conversion price of C$4.85 per share, an increased warrant ratio of 103.093 Warrants per Debenture Unit, and an exercise price of C$5.25 per Warrant share.

On March 25, 2025, the investor converted this Debenture into an aggregate of 25,257 Class B Subordinate Voting Shares (Note 15). The fair value of the conversion feature as at date of conversion on March 25, 2025, did not change from the value on the date of issuance.

The fair values were determined using the assumptions below:

	March 6, <br><br>2025
Share price (CAD)	$	6.44
Conversion price (CAD)	$	4.85
Expected Volatility		106.09	%
Risk free interest rate		2.72	%
Expected life		3.00
Credit Spread		12.50	%
Foreign exchange rate		0.6989

The carrying amount of the host liability, at amortized cost, updated to the date of conversion, together with carrying amount of the derivative liability, which is remeasured to fair value immediately before conversion, is transferred to equity such that no gain or loss is recognized on settlement. There was no change in accretion amount from date of issuance to date of conversion.

F-17

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

As of March 31, 2025, the Company had the following March 6, 2025, Debenture balance outstanding:

Proceeds	$	69,890
Value of conversion option		30,000
Value of warrants (Note 12 [d])		38,702
Initial recognition of debt - March 6, 2025<br> and date of conversion, March 25, 2025	$	1,188
Amount converted		(1,188	)
Balance, March<br> 31, 2025	$	-

March28, 2025 Debentures

On March 28, 2025, the Company closed the final tranche of the December 4, 2024 Offering and issued 2,420 Debenture Units for aggregate gross proceeds of $1,683,352 (C$2,420,000). This final tranche was completed under amended terms, including an increased conversion price of C$6.60 per share, a reduced warrant ratio of 76 Warrants per Debenture Unit, and an increased exercise price of C$7.00 per Warrant share.

On initial recognition, the fair value of the embedded derivatives is calculated first, with the residual value being assigned to the host financial liability. The initial fair value of the warrants is $1,218,875 (Note 12). The fair value of the conversion feature is determined by using with-and-without method. The fair value of the conversion feature as at March 28, 2025, the date of issuance was $1,954,755. The conversion value remained the same as at March 31, 2025. As the fair value of warrants and conversion feature are higher than the principal debt amount on the date of issuance, there was a loss on issuance of convertible debt of $1,490,278 for the period ended March 31, 2025.

Of the 2,420 Debenture Units issued, 330 Debenture Units were issued to a related party of the Company, which is an entity controlled by a director of the Company, 330 Debenture Units were issued to an entity, which is controlled by a family member of a director of the Company, and 1,060 Debenture Units were issued to an entity, which is owned by a family member of an executive officer of the Company. Of the total loss on issuance of convertible debt of $1,490,278, $1,059,206 was allocated to related parties, therefore disclosed as part of the share-based compensation balance in the key management disclosure in Note 22.

The fair value was determined using the assumptions below:

	March 28,<br><br> 2025
Share price (CAD)	$	11.08
Conversion price (CAD)	$	6.60
Expected Volatility		108.64	%
Risk free interest rate		2.61	%
Expected life		3.00
Credit Spread		12.25	%
Foreign exchange rate		0.6952

As of March 31, 2025, the Company had the following March 28, 2025 Debenture balance outstanding

Proceeds	$	1,683,352
Value of conversion option		1,954,755
Value of warrants (Note 12 [e])		1,218,875
Loss on issuance of convertible		(1,490,278	)
Initial recognition of debt - March 28, 2025	$	-

F-18

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

15.Share capital

[a]	Authorized

The Company is authorized to issue an unlimited number of class A multiple voting shares (“Class A Multiple Voting Shares”) and an unlimited number of class B subordinate voting shares (“Class B Subordinate Voting Shares”), all without par value. All shares are ranked equally regarding the Company’s residual assets.

The Class B Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws, as these securities do not carry equal voting rights as compared with the Class A Multiple Voting Shares.

The holders of Class A Multiple Voting Shares are entitled to 276,660 votes per Class A Multiple Voting Share held. Class A Multiple Voting Shares are held by the Chief Executive Officer (“CEO”), President, Executive Co-Chairman of the Board and the Director and Executive Co-Chairman of the Board. The holders of Class B Subordinate Voting Shares are entitled to one (1) vote per share held.

[b]	Issued and outstanding

During the year ended December 31, 2024, the Company consolidated its Class A and Class B shares on a 65:1 basis, and the effect was applied retroactively for all comparative periods presented.

Reconciliation of the Company’s share capital is as follows, adjusted for the share consolidation:

	Class A shares		Class B shares		Warrants
	#		#		#
Balance, December 31, 2023		2		605,796		158,832
Shares issued [a]		—		6,362		—
Shares for debt [b]		—		9,835		—
Warrants expired [c]		—		—		(20,000	)	)
Balance, March 31, 2024		2		621,993		138,832
Balance, December 31, 2024		12		2,299,502		210,370
Shares issued – conversion of debentures [d,e]		—		399,071		—
Exercise of options [f]		—		12,500		—
Warrants issued [g,h,i]		—		—		346,806
Warrants expired [j]		—		—		(30,770	)	)
Balance, March<br> 31, 2025		12		2,711,073		526,406

All values are in US Dollars.

Activityduring the three months ended March 31, 2024:

[a]

During the three months ended March 31, 2024, the Company entered into an at-the-market offering agreement (the “ATM Agreement”) to sell Class B shares, having an aggregate offering price up to $11,154,232. During the three months ended March 31, 2024, the Company issued 6,362 common shares for gross proceeds of $308,433. A cash commission of $9,253, based on 3.0% of the aggregate gross proceeds, plus other trading expenses of $2,743, resulted in total share issuance costs of $11,996. The net proceeds from this raise were $296,437.

F-19

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

[b]

During the three months ended March 31, 2024, the Company settled an aggregate of $524,324 (C$637,750) of amounts owing to an arm’s length creditor through the issuance of 9,231 Class B shares at a price of $0.903 per Class B share for total value of $541,800. Included in this amount is 55,000 Class B shares issued pursuant to the conversion of RSUs, which vested immediately upon grant (Note 12). Each RSU entitled the holder to acquire one Class B share of the Company upon vesting. The Company incurred a loss on settlement of debt of $17,476 as the share price on the date of issuance was higher than the price stated in the agreement.

The Company also issued 605 Class B shares at a deemed price of $55.90 per Class B share to settle an aggregate amount of $33,636 owing to an arm’s length creditor.

[c]	During<br> the three months ended March 31, 2024, 20,000 warrants expired unexercised.

Activityduring the three months ended March 31, 2025:

[d]	On<br> February 7, 2025, a partial amount of the January 2025 Debentures was converted into an aggregate<br> of 152,577 Class B Subordinate Voting Shares (Note 14). On February<br> 26, 2025, the remaining amount was converted into an aggregate of 221,237 Class B Subordinate<br> Voting Shares (Note 14). Thus, the total number of Class B Subordinate<br> Voting Shares issued upon conversion of the January 2025 Debentures was 373,814 with a total<br> value of $2,463,902 transferred to share capital.
[e]	On<br> March 25, 2025, the full amount of the March 6, 2025 Debenture of $100,000 was converted<br> into an aggregate of 25,257 Class B shares with a value of $31,188 (Note 14).
---	---
[f]	During the three months ended March 31, 2025, the Company issued<br>an aggregate of 12,500 Class B shares upon the exercise of 12,500 share options with an exercise price C$5.25 for total gross proceeds<br>of $45,887. Total amount of $70,591 was transferred to share capital. The market prices on the dates of option exercise ranged between<br>$8.56 to $11.32 per share.
---	---
[g]	During<br> the three months ended March 31, 2025, 152,577 warrants of the Company were issued as part<br> of the issuance of January 2025 Debentures (Note 14).
---	---
[h]	During<br> the three months ended March 31, 2025, 10,309 warrants of the Company were issued as part<br> of the issuance of March 6, 2025 Debentures (Note 14).
---	---
[i]	During<br> the three months ended March 31, 2025, 183,920 warrants of the Company were issued as part<br> of the issuance of March 28, 2025 Debentures (Note 14).
---	---
[j]	During<br> the three months ended March 31, 2025, 30,770 warrants expired unexercised.
---	---

F-20

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

The changes in the number of warrants outstanding during the three months ended March 31, 2025, and 2024:

	Number of warrants			Weighted average exercise price
	#			C
Outstanding as at December 31, 2024		210,370
Issued		346,806
Expired		(30,770	)
Outstanding<br> as at March 31, 2025		526,406

All values are in US Dollars.

	Number of warrants			Weighted average exercise price
	#			C
Outstanding as at December 31, 2023		158,831
Expired		(20,000	)
Outstanding<br> as at March 31, 2024		138,831

All values are in US Dollars.

Measurementof fair values

During the three months ended March 31, 2025, a total of 346,806 warrants of the Company were issued in connection with the issuance of the January 2025 Debentures, March 6, 2025 Debentures, and March 28, 2025 Debentures (Note 14). These warrants are classified as derivative liabilities (Note 12 b-e).

There were no warrants issued during the three months ended March 31, 2025, and 2024, under equity.

The following table is a summary of the Company’s warrants outstanding as at March 31, 2025:

		Exercise price	Number outstanding
Expiry Date		C	#
May 15, 2025				577
May 15, 2025				577
May 23, 2025				769
May 4, 2025				57
May 10, 2025				29
May 17, 2025				57
May 31, 2025				29
June 8, 2025				23,077
August 6, 2025	(i)			21,249
October 20, 2025	(i)			53,147
January 16, 2026				26
January 20, 2026				6
December 13, 2029				80,000
January 20, 2030				152,577
March 6, 2030				10,309
March 28, 2030				183,920
				526,406

All values are in US Dollars.

(i)	Warrants<br> were issued in US$

F-21

QUANTUMBIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

16.Share-based compensation

The Company has established a share option plan (the “Option Plan”) for directors, officers, employees and consultants of the Company. The Company’s Board determines, among other things, the eligibility of individuals to participate in the Option Plan, the term and vesting periods, and the exercise price of options granted to individuals under the Option Plan.

Each share option is converted into one common share of the Company on exercise. No amounts are paid or payable by the individual on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

[i]Share-based payment arrangements

During the three months ended March 31, 2025, the Company granted a total of 57,692 (2024 – 12,308) share options.

During the three months ended March 31, 2025, an aggregate of nil (2024 – 77) share options expired.

During the three months ended March 31, 2025, an aggregate of 12,500 (2024 – nil) share options were exercised for total gross proceeds of $45,887. The total contributed surplus of $24,704 was transferred share capital.

The changes in the number of share options outstanding during the periods ended March 31, 2025, and 2024 are as follows:

	Number of options			Weighted average exercise price
	#			C
Outstanding as at December 31, 2024		42,456
Granted		57,692
Exercised		(12,500	)
Outstanding as at March 31, 2025		87,648
Exercisable<br> as at March 31, 2025		83,481

All values are in US Dollars.

	Number of options			Weighted average exercise price
	#			C
Outstanding as at December 31, 2023		37,856
Granted		12,308
Expired		(77	)
Outstanding as at March 31, 2024		50,087
Exercisable<br> as at March 31, 2024		40,056

All values are in US Dollars.

F-22

QUANTUMBIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

Measurementof fair values

The fair value of share options granted during the three months ended March 31, 2025, and 2024, were estimated at the date of grant using the Black-Scholes option pricing model with the following inputs:


Grant date share price	C6.64-C9.92	C72.15-C78.00
Exercise price	C6.60-C9.90	C97.50
Expected dividend yield	—	—
Risk free interest rate	2.60%-2.61	3.98%<br>- 4.20
Expected life	2<br>years	2<br>years
Expected volatility	132%-136	66

All values are in US Dollars.

Expected volatility was estimated by using the annualized historical volatility of the Company. The expected option life represents the period that options granted are expected to be outstanding. The risk-free interest rate is based on Canadian government bonds with a remaining term equal to the expected life of the options.

The following table is a summary of the Company’s share options outstanding as at March 31, 2025:

Exercise price	Number outstanding		Weighted average remaining contractual life [years]		Exercise price	Number exercisable
C	#		#		C	#
		228		0.91			228
		228		0.98			228
		12,500		1.44			8,333
		17,000		1.49			17,000
		7,692		1.93			7,692
		50,000		1.99			50,000
		87,648		1.80			83,481

All values are in US Dollars.

[ii]Performance Share Units (“PSUs”) and Restrictive Share Units (“RSUs”)

In May 2022, the Company established a performance share unit plan (“PSU Plan”) and a restrictive unit plan (“RSU Plan”), for directors, offers, employees and consultants of the Company. The Company’s Board determines the eligibility of individuals to participate in the PSU Plan and RSU Plan to align their interests with those of the Company’s shareholders.

No amounts are paid or payable by the individual on receipt of the PSUs and RSUs. Each PSU and RSU converts into one Class B Subordinate Voting Share of the Company at $nil exercise price. The Company’s PSU Plan and RSU Plan provides that the number of common shares reserved for issuance may not exceed 10% of the aggregate number of common shares that are outstanding unless the Board has increased such limit by a Board resolution.

F-23

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

PSUs

There were no PSUs issued during the three months ended March 31, 2025, and 2024. As at March 31, 2025, there were no PSUs outstanding (December 31, 2024 - Nil).

RSUs

On February 23, 2024, the Company granted 846 RSUs pursuant to the shares for debt transaction. The RSUs vested immediately upon grant and 846 Class B Subordinate Voting Shares were issued with a total fair value of $49,665, which was determined based on the share price of the Company on the date of the grant.

On August 23, 2024, the Company granted an aggregate of 32,690 RSUs at a price of $4.21 per unit for a total value of $137,625 based on the share price at the date of issuance. Each RSU granted vests the earlier of: (i) one year; and (ii) the successful implementation of the MS MAD study conducted by Ingenu of Australia, subject to acceleration in the event of a takeover bid or change of control. During the three months ended March 31, 2025, the Company recognized $33,963 (2024 - $nil) as share-based compensation expense and contributed surplus.

On September 6, 2024, the Company granted 7,500 RSUs at a price of $4.13 per unit for a total value of $31,009 based on the share price at the date of issuance, which was recognized as share-based compensation expense. The RSUs vested immediately upon issuance and 7,500 Class B Subordinate Voting Shares were issued for the same value.

The change in the number of RSUs during the periods ended March 31, 2025, and 2024, is as follows:

	Number of RSUs
	#
Outstanding as at December 31, 2024		32,690
Granted		-
Converted to common shares		-
Outstanding<br> as at March 31, 2025		32,690
	Number of RSUs
---	---	---	---
	#
Outstanding as at December 31, 2023		—
Granted		846
Converted to common shares		(846	)
Outstanding<br> as at March 31, 2024		—

The Company recognized share-based compensation as follows for the three months ended March 31, 2025, and 2024:

	2025	2024

Share options
RSUs

All values are in US Dollars.

F-24

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

17.Non-controlling interests

Through the License Agreement, Quantum acquired 34.66% of Celly on July 31, 2023. As of March 31, 2025, the Company has a 20.11% (December 31, 2024 – 22.95%) ownership interest in Celly through common shares held in Celly. The non-controlling interest represents the common shares of Celly not attributable to the Company.

Reconciliation of non-controlling interest is as follows:


Balance, December 31, 2024		)
Net loss for the period		)
Balance, March<br> 31, 2025		)

All values are in US Dollars.

18.Loss per share

Net loss per common share represents net loss attributable to common shareholders divided by the weighted average number of common shares outstanding during the period.

For all the periods presented, diluted loss per share equals basic loss per share due to the anti-dilutive effect of warrants, share options, PSUs, RSUs and convertible debentures. The outstanding number and type of securities that could potentially dilute basic net loss per share in the future but would have decreased the loss per share (anti-dilutive) for the three months ended March 31, 2025, and 2024 are as follows:

	March 31,<br><br> 2025		March 31,<br><br> 2024
	#		#
Warrants		526,406		138,831
Share Options		87,648		50,086
RSUs		32,690		—
		646,744		188,917

19.General and administrative

Components of general and administrative expenses for the three months ended March 31, 2025, and 2024 were as follows:

	2025	2024

Professional fees
Investor relations
Salaries, wages and benefits
Consulting fees
Office and general administrative
Foreign exchange loss

All values are in US Dollars.

F-25

QUANTUMBIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

20.Segment information

Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, with appropriate aggregation. The chief operating decision maker is the CEO who is responsible for allocating resources, assessing the performance of the reportable segment and making key strategic decisions. The Company operates in two segments: Biopharmaceutical and Strategic Investments.

The Company’s Biopharmaceutical segment is focused on furthering the research and development of the Company’s drug candidates and the development of a treatment for alcohol misuse for application in hospitals and other medical practices. The Biopharmaceutical segment primarily earns interest income on excess cash on hand invested in short-term guaranteed investment certificates.

The Company’s Strategic Investments segment is focused on generating returns and cash flow through the issuance of loans secured by residential property, with FSD Strategic Investments having a first or second collateral mortgage on the secured property.

The following tables summarize the Company’s total current and non-current assets and current and non-current liabilities as of March 31, 2025, and December 31, 2024, on a segmented basis:

	As at March 31, 2025
	Biopharmaceutical	Strategic Investments	Total

Current assets
Non-current assets
Current liabilities
Non-current liabilities

All values are in US Dollars.

	As at December 31, 2024
	Biopharmaceutical	Strategic Investments	Total

Current assets
Non-current assets
Current liabilities
Non-current liabilities

All values are in US Dollars.

The following tables summarize the Company’s interest income, total operating expenses, and net loss for the three months ended March 31, 2025, and 2024 on a segmented basis:

	For the three months ended March 31, 2025
	Biopharmaceutical		Strategic Investments		Total

Interest expense (income)		)		)		)
Total operating expenses
Net (loss) income		)				)

All values are in US Dollars.

F-26

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

	For the three months ended March 31, 2024
	Biopharmaceutical		Strategic Investments		Total

Interest income		)		)		)
Total operating expenses
Net (loss) income		)				)

All values are in US Dollars.

21.Commitments and contingencies

Commitments

Lucid-MSAgreement

The Company has entered into a license agreement that governs the Lucid-MS compound. Under the terms of the agreement, the Company shall pay a yearly license maintenance fee of C$100,000 until the first commercial sale of a product is made.

Under the agreement the Company is committed to minimum milestone payments of $nil and maximum milestone payments of C$12,500,000 if all product development and regulatory milestones are met. Furthermore, the Company is also responsible for paying revenue milestone payments and royalties if revenue milestones from commercial sales are achieved. Milestones can be extended by mutual agreement. No payments have been made to date related to these milestones.

Contingencies

LegalMatters

From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at the reporting date, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to the condensed consolidated interim statements of loss and comprehensive loss in that period.

GBBDrink Lab, Inc.

On May 12, 2023, the Company announced receipt of a lawsuit filed in S.D. Fla. by GBB against the Company, alleging breach of a mutual non-disclosure agreement and misappropriation of trade secrets. GBB claims that its assets were, as of August 30, 2022 (prior to the misappropriation and material breach) valued at US$53,047,000. The Company believes the allegations are without merit and continues to defend itself in the lawsuit.

F-27

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

On June 23, 2023, the Company filed a motion to dismiss the complaint. On July 3, 2023, GBB responded in opposition to the Company’s motion to dismiss the complaint. The Motion to Dismiss the Amended Complaint filed on June 23, 2023, has been fully briefed and is awaiting adjudication by S.D. Fla. On August 24, 2023, the parties filed a proposed joint scheduling report with the S.D. Fla., which set forth various deadlines that would govern this action. Under the proposed joint schedule, the case was to be trial-ready by November 30, 2024. On January 8, 2024, the S.D. Fla. Dismissed the Company’s request for a motion to dismiss the lawsuit.

On January 22, 2024, the Company filed a third-party complaint against Joseph Romano (a former director of the Company), and a counterclaim against GBB. The Company alleges that Mr. Romano breached his fiduciary duty by providing or fabricating confidential information to GBB, and that GBB aided and abetted this breach. On October 9, 2024, Judge Melissa Damian denied Mr. Romano’s motion to dismiss, finding that the Company plausibly alleged Romano breached fiduciary duties, including his duties of loyalty, confidentiality, and to act in the Company’s best interests. GBB and Romano have denied the allegations in their respective answers.

As of March 17, 2025, the parties are finalizing documents to be used in discovery in advance of a May 1, 2025, deadline. Under the proposed schedule, the parties are required to participate in a mediation process by June 18, 2025. The case is expected to be trial-ready by September 2025.

The original discovery deadline of May 1, 2025, has been extended for much of discovery to allow the parties to attend a mediation on May 19, 2025. At the mediation, the parties will explore potential settlement. If settlement is not reached, the parties will continue with discovery to complete the outstanding depositions and expert discovery.

RazaBokhari

On July 15, 2021, the Company’s former CEO, Raza Bokhari, filed a notice of arbitration seeking relief and support for breach of contract and severance and damages in the amount of $30,200,000, for aggravated and punitive damages in the amount of $500,000 and legal fees and disbursements associated with the arbitration.

Raza Bokhari was placed on administrative leave from his role as the Company’s Chief Executive Officer following the Company’s annual general and special meeting of shareholders on May 14, 2021, pending the outcome of an investigation of various concerns by a Special Committee comprised of independent directors using independent legal counsel. Upon the recommendation of the Special Committee, Raza Bokhari’s employment was terminated for cause by the Company’s Board of Directors on July 27, 2021.

The Company disputed the allegations and counterclaimed against Raza Bokhari for losses sustained as a result of his alleged breaches of his duties to the Company. The arbitration hearing concluded in August 2022 and the arbitrator issued his decision in November 2022. Raza Bokhari’s claim for USD $30.2 million was dismissed along with his claim that he had been wrongfully dismissed. The arbitrator ordered that Raza Bokhari repay certain monies to Quantum, while also holding him responsible for Quantum’s costs of the arbitration.

On December 9, 2022, Raza Bokhari filed an application in the Ontario Superior Court seeking to set aside the arbitral award of the court on the grounds that he was not treated equally and fairly and the arbitrator’s written award provided inadequate reasons for his decision.

On December 20, 2022, the Company’s legal counsel wrote to the Commercial List of the Ontario Superior Court of Justice seeking to transfer the application from the Civil List to the Commercial List. The request was granted on January 12, 2023.

On April 28, 2023, the court ordered the case to be heard at the Commercial List on September 27, 2023.

F-28

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

On September 27 and 28, 2023, the application to set aside the award and cost of ground of unfairness was dismissed. As Raza Bokhari lost the set aside application, the court ordered Raza Bokhari to pay the Company C$165,000 to cover the Company’s legal expenses.

On October 13, 2023, Raza Bokhari filed a “Notice of Motion for Leave to Appeal” with the Court of Appeal for Ontario.

On December 15, 2023, the Company submitted a responding party’s factum to the Court of Appeal for Ontario.

On February 6, 2024, the Ontario Superior Court of Justice affirmed the judgment and awarded an additional C$5,000 in costs considering Raza Bokhari’s failed motion for leave to appeal. As of the date hereof, the litigation is ongoing.

On May 31, 2024, the United States District Court for the Eastern District of Pennsylvania confirmed Quantum’s Petition to Confirm Arbitration Awards entered against Dr. Raza Bokhari.

On June 27, 2024, the US District Court for the Eastern District of Pennsylvania confirmed Quantum’s motion for entry of judgment and granted judgment in favor of Quantum of approximately USD $3 million.

On April 11, 2025, the Court of Appeal for Ontario dismissed the motions to reconsider prior decisions initiated by Raza Bokhari.

DeferredIncome

On December 24, 2024, the Company entered into a Prepaid Forward Purchase Agreement (the “Purchase Agreement”) with Sports Coat LLC (“Buyer”). Under the terms of the agreement, the Buyer agreed to provide financing of US$1,000,000 to the Company in exchange for the right to receive a portion of the proceeds from certain ongoing litigations.

These litigations include, but are not limited to:

●	Claims<br> related to market manipulation involving FSD Pharma Inc, Quantum Biopharma Ltd., or any related<br> entity; and
●	Claims<br> involving Raza Bokhari

The financing provided under the Purchase Agreement is non-recourse, which stipulates that the Company is not obligated to repay the US$1,000,000 if no proceeds are realized from the litigations. The Buyer assumes the risk of loss in the event of non-collection of litigation proceeds. The agreement does not include a predefined repayment schedule, a specified due date, or a general pledge of the Company’s assets as collateral for repayment.

The Purchase Agreement specifies events of default, including failure to pay amounts due, breach of material terms, termination of legal representation without cause, misrepresentation, misappropriation of litigation proceeds, insolvency, or challenges to the agreement’s validity. In such cases, the Buyer may declare the full amount immediately due and enforce its security interest.

The Company received the full US$1,000,000, which has been recorded as deferred income as at December 31, 2024. As of March 31, 2025, the amount in deferred income remained at US$1,000,000. Due to the uncertainty surrounding the timing of the litigation outcomes, the amount is classified as a current liability.

F-29

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

22. Related party transactions

Related parties and related party transactions impacting the condensed consolidated interim financial statements are summarized below and include transactions with the following individuals or entities:

Keymanagement personnel

Related parties include directors, officers, close family members, certain consultants and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company.

Transactions with key management and directors comprise the following:

Director’s compensation for the three months ended March 31, 2025, is $29,587 (2024 – $66,515).

During the three months ended March 31, 2025, the Company granted 57,692 options to officers and employees of the Company each with exercise prices ranging from C$6.60 to C$9.90 and expiring two years from the date of issuance.

During the year ended December 31, 2023, the Company entered into a secured loan agreement with the CEO for C$1,200,000, with monthly payments of C$6,000 based on an annual interest rate of 6%. The loan had a maturity date of April 26, 2025, and was part of FSD Strategic Investments’ portfolio of finance receivables. During the year ended December 31, 2024, a payment of C$400,000 was made by the CEO, and monthly payments were subsequently reduced to C$4,000. During the three months ended March 31, 2025, the CEO made a payment of C$800,000 towards the loan, thereby settling the total debt outstanding owed to FSD Strategic Investments.

Key management personnel compensation during the three months ended March 31, 2025 and 2024, is comprised of:

	2025	2024

Salaries, benefits, bonuses and consulting fees
Share-based payments (Note 14)

All values are in US Dollars.

As at March 31, 2025, the Company owed an executive officer $Nil (December 31, 2024 - $Nil), for legal fees incurred by the Company and paid by the executive officer on behalf of the Company. The amount owed is recorded within trade and other payables.

As at March 31, 2025, the Company has $Nil owing to related parties included in accounts payable and accrued liabilities (December 31, 2024

$Nil).

23. Capital Management

The Company defines capital as the aggregate of its capital stock and borrowings and convertible debentures.

As at March 31, 2025, the Company’s share capital was $153,036,006 (December 31, 2023 – $150,470,325). The Company does not have any long-term debt.

The Company manages its capital structure in accordance with changes in economic conditions. To maintain or adjust its capital structure, the Company may elect to issue or repay financial liabilities, issue shares, repurchase shares or undertake any other activities as deemed appropriate under specific circumstances. The Company is not subject to any externally imposed capital requirements. There were no changes in capital management during the periods ended March 31, 2025, and 2024.

F-30

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

24. Financial Instruments and Risk Management

Creditrisk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from deposits with banks and outstanding other receivables and finance receivables. The Company trades only with recognized, creditworthy third parties.

The Company does not hold any collateral as security for its outstanding finance receivables but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance. The loans are secured by real estate properties, and the Company is granted a first or second collateral charge mortgage on the properties for a sum equal to the interest payments plus the principal amount. The Company performs assessments on factors such as timing of payments, loan to value, communications with the borrower and external macro factors such as interest rates and economic conditions to mitigate risks.

Liquidityrisk

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they come due. The Company’s exposure to liquidity risk is dependent on the Company’s ability to raise additional financing to meet its commitments and sustain operations. The Company mitigates liquidity risk by management of working capital, cash flows, the issuance of share capital and if desired, the issuance of debt. The Company’s trade and other payables and notes payables are all due within twelve months from the date of these financial statements.

If unanticipated events occur that impact the Company’s ability to carry out the planned clinical trials, the Company may need to take additional measures to increase its liquidity and capital resources, including issuing debt or additional equity financing or strategically altering the business forecast and plan. In this case, there is no guarantee that the Company will obtain satisfactory financing terms or adequate financing. Failure to obtain adequate financing on satisfactory terms could have a material adverse effect on the Company’s results of operations or financial condition.

Marketrisk

Market risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk.

●	Foreign<br> currency risk

Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Company’s primary exposure with respect to foreign currencies is from Canadian dollar denominated cash, investments and trade and other payables. A 1% change in the foreign exchange rates would not result in any significant impact to the financial statements.

●	Interest<br> rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any material long-term borrowings outstanding subject to variable interest rates. Therefore, the Company is not exposed to interest rate risk as at March 31, 2025.

●	Other<br> price risk

Other price risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is not exposed to other price risks as at March 31, 2025.

F-31

QUANTUM BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

Notesto the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three months ended March 31, 2025, and 2024

Fairvalues

The carrying values of cash, other receivables, trade and other payables and notes payable approximate fair values due to the short-term nature of these items or they are being carried at fair value or, for notes payable, interest payables are close to the current market rates. The risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk.

Financial instruments recorded at fair value on the condensed consolidated interim statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest-level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:

●	Level<br> 1 – Unadjusted quoted prices as at the measurement date for identical assets or liabilities<br> in active markets.
●	Level<br> 2 – Observable inputs other than quoted prices included in Level 1, such as quoted<br> prices for similar assets and liabilities in active markets; quoted prices for identical<br> or similar assets and liabilities in markets that are not active; or other inputs that are<br> observable or can be corroborated by observable market data.
---	---
●	Level<br> 3 – Significant unobservable inputs that are supported by little or no market activity.<br> The fair value hierarchy also requires an entity to maximize the use of observable inputs<br> and minimize the use of unobservable inputs when measuring fair value.
---	---

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value. During the year, there were no transfers of amounts between levels.

25.	Subsequent Events

·	On April 18, 2025, the Company announced the grant of 60,000 restricted share units pursuant to the Company’s<br>equity incentive plan, which were subject to a four month and one day hold period under applicable securities laws.
·	On April 18, 2025, The Company announced that the board of directors of the Company authorized and approved<br>the settlement of outstanding debt owed to arm’s length parties by issuing Class B Shares at a deemed price of US$6.75 per Class<br>B Share.
---	---
·	On April 23, 2025, the Company expanded its portfolio of residential mortgages by issuing one new mortgage<br>loan, with a principal amount of C$105,000 with a maturity of one year.
---	---
·	As of May 14, 2025, the Company has expanded its cryptocurrency holdings to a total value of $4,500,000.
---	---

F-32

Exhibit 99.2

QUANTUMBIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Asused in this management’s discussion and analysis of financial condition and results of operations (this “MD&A”),unless the context indicates or requires otherwise, all references to the “Company”, “Quantum”, “QuantumBioPharma”, “we”, “us” or “our” refer to Quantum BioPharma Ltd., together with our subsidiaries,on a consolidated basis as constituted on March 31, 2025.

ThisMD&A for the three months ended March 31, 2025, and 2024 should be read in conjunction with the Company’s audited consolidatedfinancial statements and the accompanying notes for the years ended December 31, 2024, and 2023 (the “financial statements”).The financial information presented in this MD&A is derived from the financial statements which have been prepared in accordancewith International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Allamounts are in United States dollars except where otherwise indicated.

ThisMD&A is dated as of May 14, 2025.

AboutQuantum BioPharma Ltd.

Quantum BioPharma is a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions for the treatment of challenging neurodegenerative, inflammatory and metabolic disorders and alcohol misuse disorders with drug candidates (“Product Candidates”) in different stages of development. Through Lucid, the Company is currently focused on the R&D of its lead compound, Lucid-MS (formerly Lucid-21-302). Lucid-MS is a patented new chemical entity shown to prevent and reverse myelin degradation, the underlying mechanism of multiple sclerosis, in preclinical models. The Company has also licensed, a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function for the purposes of quickly relieving individuals from the effects of alcohol consumption, to Celly Nu and Celly U.S., and is entitled to a royalty on the revenue generated by Celly Nu and Celly U.S. from sales of products created using the technology rights granted under the Celly Nu IP License Agreement. Further, the Company is also focused on the R&D of novel formulations for the treatment of alcohol misuse for application in hospitals and other medical practices. The Company also maintains selective R&D programs for inflammatory diseases (FSD-PEA) and depression (Lucid-PSYCH), though these initiatives remain secondary priorities.

In addition, the Company maintains a portfolio of strategic residential investments through its wholly owned subsidiary, FSD Strategic Investments, which is focused on generating returns and cashflow through the issuance of loans secured by residential real estate property, with FSD Strategic Investments having a first or second collateral mortgage on the secured property.

Finally, the Company has expanded its corporate treasury management function to include investments in cryptocurrencies. This initiative is aligned with the Company’s financial diversification goals and supports its long-term strategic objectives.

On August 15, 2024, the Company consolidated its class A multiple voting shares (“Class A Multiple Voting Shares”) and class B subordinate voting shares (“Class B Subordinate Voting Shares”), on a 65:1 basis and changed its name to “Quantum BioPharma Ltd.” with a new trading symbol “QNTM” on both the Nasdaq Stock Market LLC (“Nasdaq”) and Canadian Securities Exchange (the “CSE”) stock exchanges.

FORWARD-LOOKINGINFORMATION

ThisMD&A contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) withinthe meaning of applicable securities laws. Any statements that are contained in this MD&A that are not statements of historical factmay be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “plans”,“expects”, “expected”, “scheduled”, “estimates”, “intends”, “anticipates”,“hopes”, “planned” or “believes”, or variations of such words and phrases, or states that certainactions, events, or results “may”, “could”, “would”, “might”, “potentially”or “will” be taken, occur or be achieved. More particularly, and without limitation, this MD&A contains forward-lookingstatements contained in this MD&A include statements concerning the future of Quantum and are based on certain assumptions that Quantumhas made in respect thereof as of the date of this MD&A. Quantum cannot give any assurance that such forward-looking statements willprove to have been correct.

Since forward-looking statements relateto future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. TheCompany cautions that although it believes the expectations and material factors and assumptions reflected in these forward-looking statementsare reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct,and these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set outin the forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a numberof known and unknown risks and uncertainties including, but not limited to: the fact that the drug development efforts of both Lucid andFSD BioSciences Inc. (“FSD Biosciences”) are at a very early stage; the fact that preclinical drug development is uncertain,and the drug product candidates of Lucid and FSD BioSciences may never advance to clinical trials; the fact that results of preclinicalstudies and early-stage clinical trials may not be predictive of the results of later stage clinical trials; the uncertain outcome, cost,and timing of product development activities, preclinical studies and clinical trials of Lucid and FSD BioSciences; the uncertain clinicaldevelopment process, including the risk that clinical trials may not have an effective design or generate positive results; the potentialinability to obtain or maintain regulatory approval of the drug product candidates of Lucid and FSD BioSciences; the introduction of competingdrugs that are safer, more effective or less expensive than, or otherwise superior to, the drug product candidates of Lucid and FSD BioSciences;the initiation, conduct, and completion of preclinical studies and clinical trials may be delayed, adversely affected, or impacted byCOVID-19 related issues; the potential inability to obtain adequate financing; the potential inability to obtain or maintain intellectualproperty protection for the drug product candidates of Lucid and FSD BioSciences; and other risks. Accordingly, readers should not placeundue reliance on the forward-looking statements contained in this MD&A, which speak only as of the date of this MD&A.

Further information regarding factorsthat may cause actual results to differ materially are included in the Company’s annual and other reports filed from time to timewith the Canadian Securities Administrators on SEDAR+ (www.sedarplsu.ca) and with the U.S. Securities and Exchange Commission on EDGAR(www.sec.gov), including the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SECon March 28, 2025, as amended by Amendment No. 1 to the Form 20-F filed on March 31, 2025 (collectively, the Form 20-F”) under theheading “Risk Factors.” This list of risk factors should not be construed as exhaustive. Readers are cautioned that eventsor circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statementscontained in this document speak only as of the date of this document. Quantum does not undertake any obligation to publicly update orrevise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statementscontained in this document are expressly qualified by this cautionary statement. Additional information relating to Quantum can be foundon SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

OVERVIEW

1.	Corporate Structure

Effective November 1, 1998, pursuant to the amalgamation of Olympic ROM World Inc., 1305206 Ontario Company, 1305207 Ontario Inc., Century Financial Capital Group Inc. and Dunberry Graphic Associates Ltd. in accordance with the provisions of the OBCA, the Company was formed.

Effective May 24, 2018, following receipt of shareholder approval at the March 15, 2018 annual and special meeting of the proposed amendments to the Company’s articles, and pursuant to the articles of amendment, the Company changed its name to “FSD Pharma Inc.” and the capital structure of the Company was reorganized to create a new class of Class A multiple voting shares (the “Class A Multiple Voting Shares”), amended the terms of and re-designated the existing common shares as Class B subordinate voting shares (the “Class B Subordinate Voting Shares”), and eliminate the existing non-voting class A preferred shares and non-voting class B preferred shares.

Effective May 29, 2018, the Class B Subordinate Voting Shares commenced trading on the CSE under the trading symbol “HUGE”.

Effective October 16, 2019, the Company completed a 201:1 consolidation.

On January 9, 2020, the Class B Subordinate Voting Shares commenced trading on the Nasdaq under the trading symbol “HUGE”.

On August 15, 2024, the Company completed the 2024 Consolidation and changed its name to “Quantum BioPharma Ltd.”. In connection with the name change, the Company’s trading symbol was changed to “QNTM” on both the Nasdaq and CSE.

The Company’s principal office is located at 55 University Avenue, Suite 1003, Toronto, Ontario, M5J 2H7, Canada, and its telephone number is +1-833-571-1811. As at the date of this Annual Report, the Company is a reporting issuer in each of the provinces and territories of Canada. The Company’s registrar and transfer agent is Marrelli Trust Company Limited. The Company’s agent for service in the United States is CT Company, 28 Liberty Street, New York, New York 10005.

2.	Business Segments

Quantum BioPharma’s operations are organized into two primary business segments: biopharmaceutical innovation and strategic residential investments. The biopharmaceutical segment is dedicated to developing therapies for neurodegenerative, inflammatory, and metabolic disorders, as well as alcohol misuse. Key initiatives include advancing Lucid-MS, a patented clinical-stage compound targeting myelin restoration in multiple sclerosis, and monetizing unbuzzd™, a licensed alcohol-recovery formulation, through royalty-generating partnerships with Celly U.S. and Celly Nu.

Through its subsidiary FSD Strategic Investments, the Company maintains a portfolio of residential real estate-backed loans, secured by first or second mortgages, to generate stable cash flow and capital returns.

Separately, Quantum BioPharma has expanded its corporate treasury management to include cryptocurrency investments, aligning with its strategy for financial diversification and long-term growth.

As of the date hereof, the Company currently has the following subsidiaries:

(i)	FSD<br> BioSciences Inc. (“FSD Biosciences”), which is wholly owned by the Company and<br> incorporated under the laws of the State of Delaware;
(ii)	Prismic<br> Pharmaceuticals Inc. (“Prismic”), which is wholly owned by the Company and incorporated<br> under the laws of the State of Arizona;
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(iii)	FV<br> Pharma Inc. (“FV Pharma”), which is wholly owned by the Company and incorporated<br> under the OBCA;
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(iv)	Lucid<br> Psycheceuticals Inc. (“Lucid”), which is wholly owned by the Company and incorporated<br> under the OBCA;
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(v)	FSD<br> Strategic Investments Inc. (“FSD Strategic Investments”), which is wholly owned<br> by the Company and incorporated under the OBCA;
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(vi)	FSD<br> Pharma Australia Pty Ltd. (“FSD Australia”), which is wholly owned by the Company<br> and incorporated under the laws of Australia;
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(vii)	Celly<br> Nutrition Corp. (“Celly Nu”) or (“Celly”), an entity controlled by<br> the Company and incorporated under the British Columbia Business Corporations Act; and
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(viii)	Huge<br> Biopharma Australia Pty Ltd (“Huge Biopharma”), which is wholly owned by the<br> Company and incorporated under the laws of Australia.
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IMPORTANTEVENTS IN THE DEVELOPMENT OF THE COMPANY’S BUSINESS IN FISCAL YEAR 2024 TO THE DATE OF THIS MD&A REPORT.

January 4, 2024: the registration statement on Form F-3 (File No. 333-276264) filed under the Securities Act with the SEC containing a base shelf prospectus with the SEC on December 22, 2023 (the “U.S. Base Prospectus”) was declared effective (the “January 2024 Registration Statement”). The January 2024 Registration Statement also qualifies the offer, issue and sale, from time to time of Securities up to an aggregate amount of US$50,000,000, subject to limitations, as applicable, under Form F-3. The January 2024 Registration Statement is available for use by the Company until January 4, 2027. The terms of any Securities to be offered under the January 2024 U.S. Base Prospectus will be specified in a prospectus supplement, which will be filed with the SEC in connection with any such offer.

January 8, 2024: the United States District Court for the Southern District of Florida (the “S.D. Fla.”) dismissed the Company’s request for a motion to dismiss the complaint filed against it by GBB.

January 24, 2024: the Company entered into an agreement with SBS Intl Group LLC. (“SBS”) to assist the Company in enhancing its market awareness and foster productive, continuing dialogues with Shareholders and other market participants. The agreement granted SBS 1,539 Options with an exercise price of C$68.25 and expiry date of January 24, 2026. As of the date of this report, this agreement has been terminated, and all share-based compensation forfeited.

January 24, 2024: the Company entered into an agreement with Draper, Inc. (“Draper”) and Carriage House Capital, Corp. (“Carriage House”) to assist the Company on in enhancing its market awareness and foster productive, continuing dialogues with Shareholders and other market participants. The agreement granted Draper and Carriage 5,385 Options each with the exercise price of C$68.25 and expiry date of January 24, 2026. As of the date of this report, this agreement has been terminated, and all share-based compensation forfeited.

January 29, 2024: the Company appointed Dr. Sanjiv Chopra, MD to the Board to replace Nitin Kaushal.

February 6, 2024: the Court of Appeal for Ontario (“ONCA”) affirmed the ONSC’s judgement in the amount of C$2.8 million plus C$175,000 against Dr. Raza Bokhari. An additional C$5,000 in costs was awarded to the Company by the ONCA in respect of Dr. Raza Bokhari’s failed motion for leave to appeal.

February 6, 2024: the Company incorporated Huge Biopharma to conduct research related to Lucid-MS in Australia.

February 11, 2024: the Company engaged MZHCI, LLC, an MZ Group Company (“MZ”) to lead a comprehensive strategic investor relations and financial communications program across all key markets (the “MZ Agreement”). Pursuant to the MZ Agreement, MZ is paid US$10,000 per month. Either party has the right to terminate the MZ Agreement upon fifteen days’ notice. As of the date of this Annual Report, the MZ Agreement remains in effect.

February 16, 2024: the Company entered into an at-the-market offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company, at its discretion, may offer and sell, from time to time, through Wainwright as sales agent, Class B Subordinate Voting Shares, having an aggregate offering price of up to US$11,154,232 (the “ATM Offering”). A cash commission of 3.0% on the aggregate gross proceeds raised under the ATM Offering is payable to Wainwright in connection with its services. The ATM Offering was made in the United States pursuant to the January 2024 Registration Statement and the prospectus supplement dated February 16, 2024, and as amended pursuant to the Amendment No. 1 to the prospectus supplement dated August 26, 2024 (together with January 2024 Registration Statement, the “ATM U.S. Prospectus”) filed with the SEC.

-	Sales<br> of the Class B Subordinate Voting Shares under the ATM U.S. Prospectus will and have been<br> made in transactions that are deemed to be “at-the-market” offering as defined<br> in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, (the “Securities<br> Act”) including sales made directly on or through the Nasdaq. The Class B Subordinate<br> Voting Shares will be distributed at the prevailing market prices at the time of each sale.<br> As a result, prices may vary between purchasers and during the period of distribution. No<br> Class B Subordinate Voting Shares in the ATM Offering will be sold on the CSE or any other<br> trading market in Canada.
-	The<br> volume and timing of sales, if any, will be determined at the sole discretion of the Company’s<br> management and in accordance with the terms of the ATM Agreement. If the Company chooses<br> to sell Class B Subordinate Voting Shares under the ATM Offering, the Company intends to<br> use the net proceeds of the ATM Offering (i) to fund various clinical studies, trials and<br> development programs, (ii) to fund R&D, and (iii) for general corporate purposes and<br> working capital.
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-	From<br> February 16, 2024, through March 31, 2025, the Company sold an aggregate of 1,384,781 Class<br> B Subordinate Voting Shares on a post-consolidation basis, pursuant to the ATM U.S. Prospectus<br> for gross proceeds of approximately US$11,746,730. The Company did not sell any Class B Subordinate<br> Voting Shares on a post-consolidation basis from December 31, 2024, to March 31, 2025.
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February 19, 2024: Huge Biopharma entered into an agreement with Ingenu to conduct the METAL-1 TRIAL.

February 28, 2024: the Company announced the settlement of an aggregate of US$492,135 of amounts owing to arm’s length creditors through the issuance of 8,385 Class B Subordinate Voting Shares at the deemed price of US$0.903 per Class B Subordinate Voting Share.

March 11, 2024: the Company submitted a CTA for a planned Phase-1b clinical trial for the METAL-1 TRIAL.

March 26, 2024: Huge Biopharma entered into agreement with Ingenu to conduct a trial in connection with Lucid-21-302.

March 31, 2024: the principal amount of the Celly Nu Loan (as defined herein) was increased by C$300,000.00, pursuant to the Celly Nu Amended Loan Agreement (as defined herein). No retroactive interest was to be charged on the increased amount. Thus, the total principal amount equates to C$1,300,000.00 as of March 31, 2025. The interest rate per annum remained unchanged.

April 5, 2024: the Company received a written notification (the “April 2024 Nasdaq Notification Letter”) from Nasdaq that the Company was not in compliance with the minimum bid price requirement set forth in Nasdaq’s Listing Rule rules for continued listing on the Nasdaq. The April 2024 Nasdaq Notification Letter was a deficiency notice, not a delisting notice, and did not affect the trading of the Class B Subordinating Voting Shares. Nasdaq Listing Rule 5550(a)(2) requires securities listed on Nasdaq to maintain a minimum bid price of US$1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business day. The Class B Subordinate Voting Shares traded at a price of less than $1.00 per share for 30 consecutive business days between from February 22 to April 4, 2024. The Company was given until October 2, 2024, to regain compliance by maintaining a closing bid price of at least $1.00 for 10 consecutive business days. The Company regained compliance on September 6, 2024.

April 22, 2024: Celly U.S. announced its collaboration with BevSource.

April 24, 2024: the Company entered into an agreement with ASPI in Tampa, Florida, to conduct the METAL-2 TRIAL.

April 25, 2024: Celly U.S. announced its partnership with Six+One.

May 7, 2024: the Company announced the submission to HREC of for a trial in connection with Lucid-MS.

May 16, 2024: Celly Nu launched its newly designed packaging and logo.

May 22, 2024: the Company entered into an investor relations services agreement with IR Agency LLC (“IR Agency”). Pursuant to the agreement, IR Agency agreed to communicate information about the Company to the financial community including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company for a period of one month beginning on May 28, 2024, in exchange for a fee of US$245,000. At the date of this report, the Company discontinued its engagement with IR Agency.

May 28, 2024: the Company submitted a clinical trial protocol for its METAL-2 TRIAL.

June 11, 2024: the Company entered into an option agreement with the University of Southern California (“USC”) to evaluate dietary supplement technology for commercialization (the “USC Agreement”). The USC Agreement allowed the Company to exclusively evaluate its novel technology for a 6-month term. At the end of this USC Agreement, the Company decided not to extend the USC Agreement.

June 27, 2024: the Company received approval from HREC for its trial in connection with Lucid 21-302.

June 27, 2024: the United States District Court for the Eastern District of Pennsylvania granted judgement in favor of the Company in its case against Dr. Raza Bokhari.

June 28, 2024: the Company retained the services of Totaligent, Inc. (“Totaligent”), a market awareness firm with 25 years of experience and a 32-million investor database, for a 30-day contract valued at US$30,000, ending July 28, 2024, unless renewed, with both parties maintaining a 5-day termination notice option. As at today’s date, the Company discontinued its engagement with Totaligent.

August 13, 2024: the Company entered into an agreement with Ingenu to conduct a clinical study to observe and quantify disease progression in patients with primary progressive multiple sclerosis. This study will facilitate a future phase 2 clinical trial with Lucid-MS. This agreement is still in place.

August 14, 2024: the Celly IP Nu IP License Agreement (i) was amended to add Celly U.S., as a licensee to the Celly Nu IP License Agreement, effective as of the August 14, 2024, and granted Celly U.S. exclusive global rights to commercialize the Licensed IP (as defined herein) from August 14, 2024, (ii) noted that Celly Nu became the sole and exclusive owner of the unbuzzd™ trademark pursuant to an intellectual property purchase agreement with the Company dated October 2, 2023, and amended the definition of the Licensed IP in the Celly Nu IP License Agreement to exclude unbuzzd™ any time after the unbuzzd™ trademark assignment date, and (iii) confirmed that Celly Nu retained an exclusive global license to commercialize the Licensed IP since July 31, 2023, the effective date of the Celly Nu License Agreement. All other terms in the Celly Nu IP License Agreement remained substantially the same.

August 15, 2024: the Company completed the 2024 Consolidation and changed its name to “Quantum BioPharma Ltd.”. In connection with the name change, the Company’s trading symbol was changed to “QNTM” on both the Nasdaq and CSE. The new CUSIP and ISIN for the Class B Subordinate Voting Shares were changed to 74764Y205 and CA74764Y2050, respectively. After giving effect to the 2024 Consolidation, the Class B Subordinate Voting Shares were reduced from 84,531,149 to approximately 1,300,727 Class B Subordinate Voting Shares and the Class A Multiple Voting Shares were reduced from 72 to 2 Class A Multiple Voting Shares. No fractional Class A Multiple Voting Shares and Class B Subordinate Voting Shares were issued in connection with the 2024 Consolidation. Instead, all fractional Class A Multiple Voting Shares or Class B Subordinate Voting Shares were rounded up to the nearest whole number. The exercise price and/or conversion price and number of Class B Subordinate Voting Shares issuable under any of the Company’s outstanding convertible securities were proportionately adjusted in connection with the 2024 Consolidation.

August 15, 2024: the Company closed a non-brokered private placement and issued four (4) Class A Multiple Voting Shares at a price of C$18.00 per Class A Multiple Voting Share for aggregate gross proceeds of C$72.00 (the “August 2024 Class A Multiple Voting Share Private Placement Offering”). Xorax Family Trust, a trust of which Zeeshan Saeed, the Chief Executive Officer (“CEO”) and Co-Executive Chairman of Quantum BioPharma is a beneficiary (“Xorax”), and Fortius Research and Trading Corp., a corporation controlled by Anthony Durkacz, a Co-Executive Chairman of Quantum BioPharma, is a director (“Fortius”), purchased all the Class A Multiple Voting Shares issued pursuant to the August 2024 Class A Multiple Voting Share Private Placement Offering. The participation by such insiders is considered a “related-party transaction” within the meaning of MI 61-101.

August 23, 2024: the Company canceled an aggregate of 47,358 Options (“August 2024 Options”) to purchase Class B Subordinate Voting Shares, which were previously granted to board members, advisory board members, employees, advisors and consultants of the Company (each a “August 2024 Option Participant”). Management reviewed the Company’s outstanding August 2024 Options and determined that certain August 2024 Options granted to such August 2024 Option Participants under the Company’s Equity Incentive Plan, at exercise prices, ranging from C$84.50 to C$189.15 per Class B Subordinate Voting Share, no longer represented a realistic incentive to motivate the August 2024 Option Participants.

August 23, 2024: the Company announced the grant of RSUs (August 2024 RSUs”) pursuant to the Equity Incentive Plan. The Company granted an aggregate of 32,690 August 2024 RSUs to certain officers, directors, and employees of the Company. Each August 2024 RSU granted vests the earlier of: (i) one year; and (ii) the successful implementation of the Lucid-MS MAD study conducted by Ingenu, subject to acceleration in the event of a takeover bid or change of control.

August 23, 2024: the Board authorized and approved bonuses in the amount of C$450,000 to each of Anthony Durkacz, Zeeshan Saeed and Donal Carroll, officers of the Company, (together, the “Executives”) pursuant to the terms and conditions of certain executive agreements entered into between the Company and each of the Executives (together, the “Executive Agreements”). Pursuant to the terms and conditions of the respective Executive Agreements, each Executive was entitled to certain annual bonuses, based on the Executive and Company meeting certain performance milestones, calculated on the basis of 70% of the respective Executive’s base salary for the second year of employment and 80% of the respective Executive’s base salary for the third year of employment, which equates to a bonus payment of C$210,000 and C$240,000, respectively, for each Executive for each year of service (each, a “August 2024 Bonus Payment”). Subject to compliance with CSE policies, the Company and Executives determined that to preserve the Company’s cash, it settled the August 2024 Bonus Payments into Class B Subordinate Voting Shares at a deemed price of C$5.44 per Class B Subordinate Voting Share.

August 26, 2024: the Company filed an amendment to the ATM U.S. Prospectus.

August 30, 2024: Donal Carroll assumed the role of Chief Financial Officer, and Nathan Coyle assumed the role of Controller. In addition, the Company appointed Jason Sawyer as the Head of Finance and Mergers and Acquisitions.

August 30, 2024: Celly Nu launched unbuzzd™ Clear Eyed Citrus Powder grab-and-go stick packs on Amazon.com.

August 30, 2024: the Company regained compliance with Nasdaq’s continued listing requirements after receiving the April 2024 Nasdaq Notification Letter. See “April 5, 2024” for more information.

September 6, 2024: the Company completed debt settlements in the amount of C$450,000 with the Executives to preserve the Company’s cash through the issuance of 248,160 Class B Subordinate Voting Shares, at a deemed price of C$5.44 per Class B Subordinate Voting Share.

September 6, 2024: the Company granted an aggregate of 12,500 Options (the “September 2024 Options”), and an aggregate of 7,500 RSUs (the “September 2024 RSUs”) to a director and certain consultants of the Company. Each September 2024 Option is exercisable at a price of C$5.60 per Class B Subordinate Voting Share, expires two years from the date of grant and vest in one-third increments with the first batch vesting immediately and the remaining two thirds vesting equally on the 6 month and 12-month anniversary of the date of grant. Each September 2024 Option is exercisable to purchase one Class B Subordinate Voting Share. Each September 2024 RSU granted vested immediately.

September 6, 2024: the Company canceled an aggregated of 7,692 warrants to purchase Class B Subordinate Voting Shares, which were previously granted to a board member. Management reviewed the Company’s outstanding warrants and determined that the warrants granted to such individual at an exercise price of C$97.50 per Class B Subordinate Voting Share no longer represented a realistic inventive to motivate such individual.

September 13, 2024: the Company closed a non-brokered private placement and issued six Class A Multiple Voting Shares at a price of C$6.00 per Class A Multiple Voting Share for gross proceeds of C$36.00 (the “September 2024 Class A Multiple Voting Share Private Placement Offering”). Xorax and Fortius purchased all the Class A Multiple Voting Shares issued pursuant to the September 2024 Class A Multiple Voting Share Private Placement Offering. The participation by such insiders was considered a “related-party transaction” within the meaning of MI 61-101. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in respectively, sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the September 2024 Class A Multiple Voting Share Private Placement Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61- 101). Fortius, Xorax and the Company entered into a Shareholder Agreement dated September 13, 2024 (“Shareholder Agreement”), which prohibits unauthorized transfers of the Class A Multiple Voting Shares. See “Item 7. Major Shareholders and Related Party Transactions B. Related Party Transactions – ShareholderAgreement.”

September 27, 2024: the Company announced the grant of 29,500 Options to certain directors, officers, employees, and consultants (the “September 2024 Options”). Each September 2024 Option granted vests immediately and is exercisable at a price of C$5.25 for a period of two years from the issue date. A director of the Company received 7,500 of the September 2024 Options, and thus, the foregoing as it applies to such party represents a related-party transaction under MI 61-101. However, the transaction was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction nor the consideration exceeds 25% of the Company’s market capitalization.

September 27, 2024: the Company announced it has retained the services of Cambridge Consultants Inc. (“Cambridge”) for $35,000, TD Media LLC dba Life Water Media (“LWM”) for $75,000, and King Tide Media LLC (“KTM”) for $50,000. As at today’s date, the Company has discontinued its engagement with Cambridge, LWM, and KTM.

October 7, 2024: the Company announced that Celly U.S. signed a master distribution agreement with FUSION.

October 20, 2024: On October 20, 2024, the Company filed a complaint in the U.S. District Court for the Southern District of New York against CIBC World Markets, Inc., RBC Dominion Securities Inc., and John Does 1-10.

October 29, 2024: the Company engaged Agoracom Independent Trading Group (“Agoracom”) for C$25,000, Buyins, Inc. (“Buyins”) for US$15,000, and Stockjock.com LP (“Stockjock”) for US$15,000, to enhance market awareness and shareholder engagement, following a capital review and in compliance with CSE policies. Agoracom and ITG agreements require 30 days’ termination notice, while Buyins and Stockjock require 10 days’ notice. The Company remains engaged in these agreements.

October 31, 2024: The Company further decreased its outstanding debt to a creditor through a debt settlement agreement involving cash payments. Previously reported on the balance sheet at approximately US$611,000, the debt has been reduced to around US$211,000, reflecting a substantial reduction of approximately US$400,000.

November 5, 2024: the Company settled its total outstanding debt to a creditor, which was previously reported on the balance sheet at approximately US$278,000. The Company and the creditor reached a debt settlement agreement, whereby the creditor would be compensated by an external party to the Company.

December 5, 2024: the Company announced it intended to complete a non-brokered private placement offering (the “December 2024 Offering”) of up to 5,000 convertible debenture units of the Company (each, a “December 2024 Debenture Unit”) at a price of C$1,000 per Debenture Unit. Each December 2024 Debenture Unit consists of (i) one convertible debenture having a face value of C$1,000.00 (each a “December 2024 Debenture”); and (ii) 80 Class B Subordinate Voting Share purchase warrants (each a “December 2024 Warrant”) exercisable for 80 Class B Subordinate Voting Shares. The December 2024 Debentures matures on the date that is 36 months from the date of issuance and bears interest at a rate of 1.25% per month, beginning on the date of issuance and is payable in cash on the last day of each calendar quarter. The principal sum of the December 2024 Debenture, or any portion thereof, and any accrued but unpaid interest, may be converted into Class B Subordinate Voting Shares at a conversion price of C$6.25 per Class B Subordinate Voting Share. Each December 2024 Warrant shall entitle the holder to acquire one additional Class B Subordinate Voting Share at a price of C$7.00 per Class B Subordinate Voting Share, for a period of five (5) years from the date of issuance. The December 2024 Debenture contained normal course default provisions, and a default if the volume weighted average price of the Class B Subordinate Voting Shares on the Canadian Securities Exchange is at or below C$5.3125 for any period of 10 consecutive trading days (the “VWAP Default”). The December 2024 Debenture and December 2024 Warrant contain a provision that prevents conversion or exercise, as applicable, if the holder’s interest in the Company would exceed 9.99%. The Company shall have a ‎right to prepay or redeem a part or the entire principal amount of the ‎ December 2024 Debenture for a cash amount equal to the sum of all payments of interest on the December 2024 Debenture, that would be due through to the maturity date (the “Prepayment Penalty”). In the event the holder converts the entire amount owing on the December 2024 Debenture within 6 months of the issuance date, the holder shall be entitled to receive a cash amount equal to half the sum of all payments of interest on the December 2024 Debenture that would be due through to the maturity date, or at the option of the holder Class B Subordinate Voting Shares at the conversion price (the “Conversion Bonus”). The Company used proceeds from the December 2024 Offering for the ongoing development of the Company’s business model and for general working capital purposes.

December 10, 2024: the Company’s safety review committee recommended commencing dosing of the second cohort in its trial entitled “A Phase 1, Randomised, Double-Blind, Placebo-Controlled, Multiple Ascending Dose Study to Evaluate the Safety and Pharmacokinetics of Lucid-21-302 in Healthy Adult Participants.”

December 13, 2024: the Company closed an initial tranche of the December 2024 Offering and issued 500 December 2024 Debenture Units for C$500,000. See “December 5, 2024” above for more details on the December 2024 Offering.

December 18, 2024: the Company entered into an investor relations services agreement with Enterprise Canada Inc. (“Enterprise”). Pursuant to the agreement (“Enterprise Agreement”), Enterprise has been engaged for an indefinite period. The Enterprise Agreement is structured in three phases, with C$10,000 paid to Enterprise at the start of phase 1, C$2,500 on the completion of phase 2, and C$5,000 due monthly as a public relations retainer (phase 3). Enterprise will be assisting the Company with its public relations strategy, which includes developing the Company’s narrative, key messages, and pitching strategies with identified targets. As of the date of this Annual Report, the parties remain engaged in the Enterprise Agreement.

December 20, 2024: the Company closed the second tranche of the December 2024 Offering and issued 500 December 2024 Debenture Units for C$500,000. See “December 5, 2024” above for more details on the December 2024 Offering.

December 20, 2024: the Company purchased US$1,000,000 of Bitcoin and other cryptocurrencies as part of its strategic efforts.

December 24, 2024: the Company entered into a prepaid forward purchase agreement (“Sports Coat Prepaid Purchase Agreement”) with Sports Coat LLC (“Sports Coat”), whereas Sports Coat agreed to provide financing of US$1,000,000 to the Company as consideration for purchasing proceeds of the litigations (the “Litigation Proceeds”) which includes any of the following involving: (i) claims relating to market manipulation / securities / commodities / exchanges brought by or on behalf of Quantum Biopharma Ltd. or any related entity: or (ii) Dr. Raza Bokhari. Per terms stated in the Sports Coat Prepaid Purchase Agreement, the Company is not obligated to repay US$1,000,000 to Sports Coat if no proceeds are realized from the lawsuit as the financing is considered non-recourse. Sports Coat bears risk of loss in the event of non-collection of the Litigation Proceeds. The Sports Coat Prepaid Purchase Agreement does not have a predefined repayment schedule, or specified due date, and the Company has not generally pledged its assets as collateral to ensure repayment. As the Company has received the US$1,000,000 proceeds in full, and has no obligation to repay this amount, proceeds are recognized as deferred income.

January 7, 2025: the Company was approved to dual list its shares on Upstream, a MERJ Exchange market and global securities trading application. The dual listing on Upstream is designed to provide the Company the opportunity to access a global investor base outside of the U.S. that can trade using a credit/debit card, PayPal, USD, or USDC (a stable coin pegged to the USD); unlocking liquidity and enhancing price discovery while globalizing the opportunity to invest in the Company. The Upstream market is open 7 days a week 20 hours a day, Monday to Sunday: 10:00am to 06:00am UTC+4 (1:00am to 9:00pm EST). Traders on Upstream’s smart-contract powered market will experience real-time trading and settlement, and a transparent orderbook which does not permit common market manipulations.

January 14, 2025: the Class B Subordinate Voting Shares started trading on the MERJ Exchange at 10:00am ET under the ticker symbol “QNTM”. See “January 7, 2025” above for more information.

January 20, 2025: the Company closed the third tranche of the December 2024 Offering and issued 1,480 December 2024 Debenture Units for aggregate gross process of C$1,480,000. This third tranche was completed under amended terms, including a reduced conversion price of C$4.85 per share, an increased warrant ratio of 103.093 Warrants per Debenture Unit, and a reduced exercise price of C$5.25 per Warrant share. On February 7, 2025, the investor converted a partial amount of this Debenture into an aggregate of 152,577 shares of the Company’s Class B Subordinate Voting Shares. On February 26, 2025, the investor converted the remaining amount of the Debenture into an aggregate amount of 221,237 shares of the Company’s Class B Subordinate Voting Shares. Thus, the total amount of Class B Subordinate Voting Shares converted under this Debenture was 373,814. See “December 5, 2024” above for more details on the December 2024 Offering.

January 24, 2025: the Company sought a court order from the ONSC declaring Dr. Bokhari to be a vexatious litigant.

February 4, 2025: the Company announced that it completed a double-blind, randomized, placebo-controlled crossover design clinical trial (NCT06505239) of unbuzzd™. For more information about unbuzzd™ Clinical Trials, please see “Item 4B. – Business Overview– (i)unbuzzd™ Retail Product Treatment for Alcohol Misuse”.

February 6, 2025: Celly Nu entered into a letter of engagement with a leading New York investment bank to raise up to US$10,000,000 in capital and explore an initial public offering on a major US public exchange.

February 7, 2025: the Company and Empire Market Ventures, LLC (“Empire”) entered into an investor relations services agreement (the “Empire Agreement”). Pursuant to the Empire Agreement, Empire was engaged for a period of three months. The Company paid Empire US$25,000 in fees. Empire will be providing the Company with investor awareness and marketing services, which includes giving the Company access to an exclusive Nasdaq, TSX, and ASX mailing list and investor contacts, content creation, media appearances, branding and consulting, and other services aimed at increasing the Company’s engagement with investors.

February 18, 2025: the Company purchased an additional US$1,000,000 worth of Bitcoin and other cryptocurrencies as part of its strategic efforts.

March 6, 2025: the Company closed the fourth tranche of the December 2024 Offering and issued 100 January 2025 Debenture Units for aggregate gross process of C$100,000. On March 25,2025, the investor converted this Debenture into an aggregate of 25,257 Class B Subordinate Voting Shares. In addition, the Company announced it may complete additional tranches of the December 2024 Offering, adjusting each convertible debenture units (each, a “March 2025 Debenture Unit”) to include 76 warrants, with an increased conversion price of C$6.60 (the “March 2025 Debenture”) and an increased exercise price per warrant of C$7.00 (the “January 2025 Warrants”). In addition, the March 2025 Debenture removed the VWAP Default, the Prepayment Penalty and the Conversion Bonus.

March 7, 2025: the Company cancelled an aggregate of 7,692 warrants to purchase Class B Subordinate Voting Shares which were previously granted to Mr. Zapolin. The Company and Mr. Zapolin entered into a warrant cancellation agreement, pursuant to which Mr. Zapolin agreed to cancel the warrants. Management had reviewed Mr. Zapolin’s outstanding warrants and determined that the warrants granted to Mr. Zapolin under the Equity Incentive Plan no longer represented a realistic incentive to motivate Mr. Zapolin. Concurrently, the Company granted an aggregate of 7,692 Options to Mr. Zapolin to acquire Class B Subordinate Voting Shares (each, a “Zapolin Option”) pursuant to the Equity Incentive Plan, with an exercise price of C$6.60 per Class B Subordinate Voting Share. Each Zapolin Option granted vested immediately, and the expiry date of the Zapolin Options are on March 7, 2027. If Mr. Zapolin ceases to be a participant under the Equity Incentive Plan for any reason, the expiry date of the Zapolin Options shall be 90 days following the date Mr. Zapolin ceases to be a participant under the Equity Incentive Plan.

March 20, 2025: The Company increased its cryptocurrency holdings with the purchase of an additional US$1,500,000 worth of Bitcoin and other cryptocurrencies.

March 26, 2025: Celly U.S. released unbuzzd™ “On-the-Go Powder Stick Packs” in an 8-pack display box, facilitating the sale of unbuzzd™ in convenience, liquor, and drug stores across the United States. The 8-pack display box is available for direct sale to consumers on both amazon.com and unbuzzd.com.

March 26, 2025: the Company retained the services of LWM to enhance its market awareness. This engagement is for a period of 45 days, for $55,000.

March 27, 2025: the Company appointed Terry Lynch to the Board to replace Dr. Sanjiv Chopra.

March 31, 2025: the Company announced that it has closed the final tranche (“Final Tranche”) of the offering announced on December 5, 2024 (the “December 5 NR”) as amended on January 20, 2025, and based on the better terms announced on March 7, 2025 (the “March 7 NR”). The Company issued 2,420 Debenture Units (as defined in the December 5 NR, as amended by the March 7 NR) for C$2,420,000 as part of this Final Tranche bringing the total amount raised to C$5 million.

March 31, 2025: the Company entered into a joint clinical study with Massachusetts General Hospital (MGH) scientists to validate a novel positron emission tomography (PET) imaging technique to monitor myelin integrity and demyelination in people with multiple sclerosis (MS).

April 3, 2025 – Celly is launching unbuzzd in Puerto Rico with distribution partner FUSION Distribution Group, a leading distributor of health-conscious food and beverage offerings across Puerto Rico, the Caribbean, and parts of Central and South America.

April 10, 2025 – Celly has secured a landmark partnership with the Asian American Trade Associations Council (“AATAC”) to expand the retail availability of unbuzzd™, increase sales, and recruit new customers. This partnership will focus on unbuzzd™’s convenient “On-the-Go Powder Stick Packs” which have been scientifically proven to accelerate the reduction of blood alcohol levels and restore mental alertness.

April 14, 2025: the Company announced that the reconsideration motion by Dr. Raza Bokhari at the Court of Appeal for Ontario was dismissed entirely in favour of Quantum BioPharma. As previously disclosed in Quantum BioPharma’s news releases issued May 11, 2023, October 4, 2023, and February 5, 2024, and January 17, 2025, Arbitrator Cunningham dismissed Dr. Bokhari’s claim that the Company had wrongfully dismissed him, awarding FSD Pharma approximately CDN$2.81 million in costs of the arbitration plus interest. Also, $175,000 in costs were awarded by Justice Conway in respect of the set aside application, and $5,000 in costs were awarded by the Court of Appeal totaling $180,000 in respect of Dr. Raza Bokhari’s failed motion for leave to appeal. Dr. Raza Bokhari filed a re-consideration motion with the Court of Appeal for Ontario which is now dismissed entirely and $180,000 in awards is now due.

April 18, 2025: the Company announced the grant of 60,000 restricted share units (each, an “RSU”) pursuant to the Company’s equity incentive plan, which are subject to certain vesting criteria. All of the RSUs (and any class B subordinate voting shares in the capital of the Company (“Class B Shares”) issuable upon their vesting) are subject to a four month and one day hold period pursuant to the policies of the Canadian Securities Exchange (the “CSE”) and applicable securities laws.

April 18, 2025: The Company also announced that the board of directors of the Company authorized and approved the settlement of outstanding debt owed to arm’s length parties by issuing Class B Shares at a deemed price of US$6.75 per Class B Share. The Class B Shares upon issuance will be subject to a four month and one day hold period pursuant to the polices of the CSE and applicable securities laws.

April 22, 2025: the Company announced the appointment of Kevin Malone as an advisor to the Board of Directors. Mr. Malone brings a vast wealth of successful stock trading experience, especially in manipulated companies, from his years of wealth management.

On April 23, 2025, the Company expanded its portfolio of residential mortgages by issuing one new mortgage loan, with a principal amount of C$105,000 with a maturity of one year.

May 5, 2025: the Company Announced that it had filed an amended complaint, to the original complaint filed on October 21, 2024, in the US District Court for the Southern District of New York, in response to the Motion to Dismiss filed by the defendants on January 31, 2025.

As of May 14, 2025, the Company has expanded its cryptocurrency holdings to a total value of $4,500,000.

LEGALPROCEEDINGS

The Company is engaged in certain legal proceedings, as further described below. Litigation has been, and is expected to be, costly and time-consuming and could divert the attention of management and key personnel from our business operations. Although we intend to vigorously defend ourselves against any pending claims, and future claims that may occur, we cannot assure that we will succeed in defending any of these claims and that the judgments will not be upheld against us. If we are unsuccessful in our defense of these claims or unable to settle the claims in a manner satisfactory to us, we may be faced with outcomes that could have a material adverse effect on the Company and its financial condition. Except as otherwise disclosed below, there are no material outstanding legal proceedings or regulatory actions to which the Company is party, nor, to Company’s knowledge, are there any such proceedings or actions contemplated.

GBBDrink Lab Litigation

On June 23, 2023, the Company filed a motion to dismiss the complaint. On July 3, 2023, GBB responded in opposition to the Company’s motion to dismiss the complaint. The Motion to Dismiss the Amended Complaint filed on June 23, 2023, has been fully briefed and is awaiting adjudication by S.D. Fla. In the meantime, on August 24, 2023, the parties filed a proposed joint scheduling report with the S.D. Fla., which set forth various deadlines that would govern this action. Under the proposed joint schedule, the case was supposed to be trial-ready by November 30, 2024. On January 8, 2024, the S.D. Fla. Dismissed the Company’s request for a motion to dismiss the lawsuit.

On January 22, 2024, the Company filed a third-party complaint against Joseph Romano (a former director of the Company), and a counterclaim against GBB. The Company alleges that Mr. Romano breached his fiduciary duty by providing or fabricating confidential information to GBB, and that GBB aided and abetted this breach. On October 9, 2024, Judge Melissa Damian denied Mr. Romano’s motion to dismiss, finding that the Company plausibly alleged Romano breached fiduciary duties, including his duties of loyalty, confidentiality, and to act in the company’s best interests. GBB and Romano have denied the allegations in their respective answers.

Dr.Raza Bokhari

Following the contested meetings scheduled to be held on June 29, 2021, the former CEO, Dr. Raza Bokhari commenced five actions against the Company and management, which resulted in counterclaims and additional unexpected legal and operating expenses. As at the date of the Annual Report, the status of the matters is as follows:

WrongfulDismissal Arbitration

On July 15, 2021, the Company’s former CEO, Dr. Raza Bokhari, filed an arbitration notice seeking C$30.2 million for breach of contract, severance, and damages, along with C$500,000 for punitive damages and legal fees. Dr. Bokhari had been placed on administrative leave after the May 14, 2021, shareholder meeting and was terminated for cause on July 27, 2021, following an investigation by a special committee of the Board. The Company defended the arbitration and counterclaimed against Dr. Bokhari for reimbursement of expenses he directed the Company to pay himself, as well as losses the Company sustained as a result of Dr. Bokhari’s decision to authorize a series of dilutive share issuances.

The arbitration concluded in August 2022. In its 174-page Merit Award, the Justice Cunningham dismissed Dr. Bokhari’s claims in their entirety. Justice Cunningham also ordered Dr. Bokhari to repay certain monies to the Company in respect of the Company’s counterclaim, while also awarding the Company its costs of the arbitration which he subsequently fixed at approximately C$2.8 million, plus interest. The Merits Award is available at the following link: https://fsdpharma.com/wp-content/uploads/2023/05/2023-03-01-Application-Record-Applicant-FSD-Pharma-Inc.pdf.

On December 9, 2022, Dr. Bokhari sought to set aside the award, citing unfair treatment and inadequate reasoning. On October 4, 2023, the Company announced that the ONSC had dismissed Dr. Bokhari’s motion to set aside the arbitration award. Dr. Bokhari was required to put up C$150,000 as security for costs before the motion was heard, which he has forfeited. In addition, Dr. Bokhari was ordered to pay C$175,000 to cover the Company’s legal costs for his failed set aside motion.

On October 13, 2023, Dr. Bokhari served notices of motion on the Company for leave to appeal the set aside and enforcement orders issued by the ONSC on October 4, 2023. On December 1, 2023, the Company filed a petition to confirm the arbitration award in the United States District Court for Eastern District of Pennsylvania. On December 15, 2023, the Company submitted a responding party’s factum to the ONCA. On February 6, 2024, the Company announced that the ONSC affirmed judgment and awarded an additional C$5,000 in costs considering Dr. Bokhari’s failed motion for leave to appeal. On June 27, 2024, the United States District Court for Eastern District of Pennsylvania granted judgement in favor of the Company in its case against Dr. Bokhari. On January 24, 2025, the Company sought a court order from the ONSC declaring Dr. Bokhari to be a vexatious litigant. As of the date hereof, the litigation is ongoing.

RestrainingOrder and Class B Subordinate Voting Share Cancellation Application

On January 21, 2021, and February 10, 2021, the Board authorized the issuance of an aggregate of 1,349,765 Class B Subordinate Voting Shares as share based awards to certain directors and officers of the Company, including Dr. Bokhari. Upon determining that 1,198,146 of these Class B Subordinate Voting Shares (the “Contested Shares”) had been inappropriately issued contrary to applicable laws, the Board resolved to cancel the Contested Shares on June 1, 2021, and later directed the Company’s transfer agent to cancel and return the Contested Shares to treasury. On July 2, 2021, Dr. Bokhari, filed an action against the Company seeking to prevent the Company from cancelling his portion of the Contested States. The motion was heard and denied on July 27, 2021. On July 21, 2021, the Company commenced a legal proceeding against Dr. Bokhari, former members of the Board, including James Datin, Robert Ciaruffoli, Stephen Buyer and Gerald Goldberg, Dr. Bokhari’s brokerages’ Haywood Securities Inc. and Haywood Securities (US) Inc., and the Company’s transfer agent. The Company made an application before the ONSC stating that the Contested Shares were issued contrary to section 23(2) of the OBCA and validly cancelled by resolution of the Board passed on June 1, 2021. The Company was able to reach an agreement with all of the former directors other than Dr. Bokhari under which they did not oppose the Company’s application and agreed to be bound by the decision in the application, and the Company agreed not to seek costs against them. Neither the Company’s transfer agent nor any of Dr. Bokhari’s brokerages took any position on the application. On March 8, 2022, the court issued a mixed decision in the application, permitting the Contested Share grant to Dr. Bokhari until the date of his termination but cancelling 504,888 Contested Shares relating to services that were to be provided after the date of termination.

Bokhariv. FSD Pharma Inc. Et al.

On July 2, 2021, Dr Bokhari filed an action against the Company, FSD BioSciences, Anthony Durkacz and Zeeshan Saeed. The case was placed in civil suspense pending resolution of arbitration. Therefore, no further activity will occur in this case unless and until the arbitration concludes. As of the date hereof, the litigation is ongoing.

BokhariWrongful Means Action

In June 2023, Dr. Bokhari commenced an action against the Company and FSD Biosciences by way of notice of action issued out of the ONSC. He subsequently filed a statement of claim, of July 7, 2023, and served the notice of action and statement of claim on a former director of the Company on December 19, 2023. The action seeks USD $1.5 million in damages for intentional interference with economic relations, misrepresentation, negligence, and other causes of action to be specified in a statement of claim. We delivered a notice of intent to defend in the action on January 5, 2024, but thus far not been required to provide a statement of defense. We believe these claims are without merit.

BokhariEmployment Claim

By way of notice of action issued on May 11, 2023, Dr. Bokhari commenced an action for damages for breach of contract against the Company in the ONSC. He subsequently filed a statement of claim in which he specified the claim as a claim for USD $30.2 million in damages on the basis that the Company breached his employment agreement by not providing him notice of default before terminating his employment. On November 10, 2023, the last day on which he could do so, Dr. Bokhari served the notice of action and statement of claim on an FSD director. We served a notice of intent to defend this action on November 22, 2023, but have not been required to serve a statement of defense. We note that to the extent he wished to advance this claim, it is a claim that Dr. Bokhari should have advanced in the employment arbitration, but did not do so. As such and bearing in mind the decision the arbitrator reached in that proceeding in our view, we believe that this claim has no merit.

CunninghamAssessment Application

By notice of application dated September 26, 2023, Dr. Bokhari applied to the ONSC for an order directing an assessment of the accounts/billing rendered by Justice Cunningham in the Wrongful Dismissal Arbitration noted above. In late January 2024, Dr. Bokhari served Arbitrator Cunningham with the notice of application and a supporting affidavit sworn January 24, 2024. Under the terms of the retainer agreement between FSD, Dr. Bokhari and Justice Cunningham, FSD is jointly and severally liable for any costs Justice Cunningham might incur as a result of this proceeding. The liability exposure that FSD could have in this matter is approximately C$182,777.50, which represents half of the arbitration fees, plus any costs in defending the arbitrator To protect its interest, the Company has instructed its legal counsel to move to have the Company joined to the proceeding. We believe this claim is without merit.

As of May 7, 2024, Mr. Bokhari decided to abandon his application to have his accounts assessed.

At a hearing on November 28, 2024, the ONSC awarded the Company C$13,000 for costs. This award was released February 10, 2025, and the amount is currently outstanding. The Company appeared before the registrar on March 12, 2025, to address the collection of the award.

BokhariIndemnification Application

On November 12, 2021, Dr. Bokhari commenced an application in the ONSC seeking an order appointing an arbitrator to arbitrate his claim to be entitled to indemnification of his legal expenses associated with the litigation he commenced against FSD or in which he was named as a party by FSD. FSD denied the validity of the underlying indemnification agreement and therefore opposed the application. In April 2022, the parties agreed to allow Dr. Bokhari to adjourn the application indefinitely. Last year, Dr. Bokhari retained new counsel who indicated that it intended to pursue the application. To date that new counsel has taken no steps to do so. We believe this claim is without merit.

On April 6, 2022, Dr. Bokhari commenced an application in the Superior Court seeking an order appointing an arbitrator to arbitrate his claim to be entitled to indemnification of his legal expenses associated with the litigation he has commenced against the Company or in which he has been named as a defendant against the Company. The Company denied the validity of the underlying indemnification agreement and opposed the application. In April 2022, the parties agreed to adjourn the application without setting a new hearing date. As of the date hereof, the litigation is ongoing.

TheCompany’s Petition against Raza Bokhari to Confirm Arbitration Award

On December 1, 2023, the Company filed a Petition to Confirm Arbitration (the “Petition”), in the Eastern District of Pennsylvania, which seeks to (a) confirm the four awards entered in an arbitration in Ontario, Canada, in favor of the Company and against former CEO Raza Bokhari and (b) enter final judgment against Bokhari in an amount in excess of C$3,000,000. The petition was filed in the U.S. District Court for the Eastern District of Pennsylvania. Dr. Bokhari filed a response on February 9, 2024. The Company filed a response and the litigation is ongoing.

On March 31, 2024, Mr. Bokhari requested a week-long extension, which pushed the Company’s deadline of February 23, 2024, by a week. The Company filed a response on March 1, 2024.

As of May 31, 2024, the Company won the petition to confirm the arbitration awards against Dr. Raza Bokhari. As a result, on June 27, 2024, the U.S. District Court for the Eastern District of Pennsylvania confirmed the Company’s motion for entry of judgement and granted judgement in favor of the Company of approximately US$3,000,000. As of the date of this Annual Report, the Company has yet to receive payment by Dr. Bokhari.

On April 14, 2025, the Company announced that the reconsideration motion by Dr. Raza Bokhari at the Court of Appeal for Ontario was dismissed entirely in favour of Quantum BioPharma.

ParkwayClinical Laboratories

On July 8, 2021, Parkway Clinical Laboratories, a company wholly owned by Dr. Bokhari, filed an action against the Company, which was subsequently settled following a conference between the parties on October 20, 2021.

On July 20, 2021, a shareholder of the Company filed a claim in the Delaware Chancery Court against the Company and its directors and officers seeking to remedy harm they believe the directors and officers of the Company have caused by their actions. The shareholder has filed the claim on count of breach of fiduciary duties and corporate waste against the directors and officers with no dollar amount being claimed. On September 13, 2021, the Company filed a motion to dismiss in its entirety and the motion was heard on February 8, 2022. The claim was dismissed by the court May 6, 2022.

Lawsuitagainst CIBC World Markets, RBC Dominion Securities, and John Does 1-10

On October 20, 2024, the Company filed a complaint in the U.S. District Court for the Southern District of New York against CIBC World Markets, Inc., RBC Dominion Securities Inc., and John Does 1-10. The complaint alleges market manipulation through spoofing activities between January 1, 2020, and August 15, 2024. The Company is seeking damages of more than US$700 million.

The complaint alleges that between January 1, 2020, and August 15, 2024, the defendants engaged in “spoofing,” an unlawful trading practice, to manipulate the market price of Quantum’s shares. The complaint details that the defendants placed thousands of spoofing orders to sell, creating the illusion that Quantum’s share price was declining. This practice allegedly “tricked” other investors into selling their shares at lower prices, driving the company’s share price downward. The defendants then purchased shares at artificially depressed prices, positioning themselves to profit when the market price rebounded. The Company claims to have suffered significant damage and seeks to recover more than USD 700 million. It alleges that it sold approximately 90 million shares of its stock on U.S. and Canadian exchanges during the relevant period at artificially depressed prices due to the defendants’ spoofing activities. The complaint names CIBC World Markets, Inc., RBC Dominion Securities Inc., and John Does 1 through 10 as defendants. It asserts three claims for relief: violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(a) and (c), violation of Section 9(a)(2) of the Securities Exchange Act of 1934, and New York Common Law Fraud.

AdditionalRegulatory Matters

In response to OSC inquiries regarding our securities trading activity, the Company has maintained an active investigation into potential market irregularities. Below we provide historical context regarding this ongoing matter, which represents an important element of our regulatory compliance efforts:

QuantumResponse to OSC Inquiry

On August 11, 2023, external legal counsel sent a letter to the Ontario Securities Commission (“OSC”). This letter was in response to a comment letter from the OSC regarding the Company’s Preliminary Short Form Base Shelf Prospectus filed on July 11, 2023. The letter addressed inquiries from the OSC about the Company’s investigation into possible naked short selling and market manipulation of the Company’s securities.

Key points of the letter:

●	The<br> Company’s external counsel and Christian Attar (collectively referred to as “Law<br> Firms”) were jointly representing Quantum in the matter concerning possible naked short<br> selling and market manipulation of the Company’s securities.
●	Quantum<br> had first suspected share price manipulation in 2021 when it discovered imbalances between<br> reported shares held by brokers and authorized shares on deposit in both Canadian and U.S.<br> exchanges.
---	---
●	The<br> Board of Directors discussed naked short selling and market manipulation in a meeting on<br> June 29, 2023, and decided to retain Christian Attar.
---	---
●	Other<br> than an information package submitted to the OSC on June 23, 2023, Quantum had not been in<br> contact with other regulatory bodies regarding this matter.
---	---
●	The<br> investigation was ongoing at the time, with the Law Firms reviewing documents, trading data,<br> and interviewing witnesses.
---	---
●	The<br> Company had an Insider Trading and Blackout Period policy, but the disclosure of the possible<br> naked short selling and market manipulation did not trigger a blackout period.
---	---
●	The<br> letter emphasized the preliminary nature of the investigation and its ongoing status. It<br> stated that it was premature to identify any parties or individuals who might be implicated<br> in the matter. Furthermore, the Law Firms were unable to provide an accurate timeline for<br> the completion of their investigations at that point.
---	---
●	The<br> letter also noted that any decision regarding potential litigation against third parties<br> would depend on the investigation’s findings and could not be determined until the inquiry<br> was concluded.
---	---

SELECTEDFINANCIAL HIGHLIGHTS

The following table presents selected financial information for the three months ended March 31, 2025, and 2024:



Expenses
General and administrative
External research and development fees
Share-based payments
Depreciation and amortization
Total operating expenses
Net loss from operations	)	)
Net loss for the period	)	)

All values are in US Dollars.

REVIEWOF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

Generaland administrative

General and administrative expenses for the three months ended March 31, 2025, and 2024 are comprised of:

	For the three months ended March 31,
	2025	2024	Change		Change
					%
Professional fees				)		-59	%
Investor relations						32	%
Salaries, wages and benefits				)		-11	%
Consulting fees				)		-43	%
Office and general administrative				)		-25	%
Foreign exchange loss						185	%
				)		-31	%

All values are in US Dollars.

Professionalfees

Professional fees were $355,722 for the three months ended March 31, 2025, compared to $858,423 for the comparative period in the prior year. This represents decrease of $502,701 or 59% for the three months ended March 31, 2025, compared to the equivalent period in the prior year. The decline was primarily driven by reduced legal fees, as certain litigation matters concluded favorably during the period. This trend reflects lower ongoing legal expenditures compared to the prior year.

Investorrelations

Investor relations expenses were $358,901 for the three months ended March 31, 2025, compared to $272,162 for the comparative period in the prior year. This represents an increase of $86,739 or 32% for the three months ended March 31, 2025, compared to the equivalent period in the prior year. The rise reflects heightened media and promotional activities during the quarter, aligned with strategic initiatives. Expenses typically fluctuate throughout the year based on the timing of campaigns, investor events, and other engagement priorities.

Salaries,wages and benefits

Salaries, wages and benefits expenses were $337,839 for the three months ended March 31, 2025, compared to $379,452 for the comparative period in the prior year. This represents a decrease of $41,613 or 11% for the three months ended March 31, 2025 compared to the equivalent period in the prior year.

Consultingfees

Consulting fees were $125,144 for the three months ended March 31, 2025, compared to $218,961 for the comparative period in the prior year. This represents a decrease of $93,817 or 43% for the three months ended March 31, 2025, compared to the equivalent period in the prior year. The consulting fees include historical expenses from a consulting firm no longer engaged by the Company. The Company now maintains ongoing relationships for specialized consulting needs with a few new firms. Approximately 25% of consulting fees were associated with director fee.

Generaloffice, insurance, and administration expenditures

General office, insurance, and administration expenditures for the three months ended March 31, 2025, and 2024 are comprised of the following:

	For<br> the three months ended March 31,
	2025	2024	Change		Change
					%
Insurance, shareholders and public<br> company costs				)		-3	%
Travel, meals and entertainment				)		-100	%
Office and<br> general administrative				)		-22	%
Total				)		-25	%

All values are in US Dollars.

Insurance,shareholders, and public company costs

Insurance, shareholders and public company costs were $95,157 for the three months ended March 31, 2025, compared to $97,839 for the comparative period in the prior year. This represents a decrease of $2,682 or 3% for the three months ended March 31, 2025, compared to the equivalent period in the prior year. Expenses mainly consisted of ongoing D&O insurance premiums, stock exchange listing fees (CSE and NASDAQ), shareholder communication costs, filing fees, and regulatory expenses.

Travel,meals and entertainment

Travel, meals and entertainment expenses were $Nil for the three months ended March 31, 2025, compared to $32,402 for the comparative period in the prior year. This represents a decrease of $32,402 or 100% for the three months ended March 31, 2025, compared to the equivalent period in the prior year. Travel, meals and entertainment expenses fluctuate from period to period based on the nature of the transactions the Company undertakes.

Officeand general administrative

Office and general administrative expenses were $43,548 for the three months ended March 31, 2025, compared to $55,830 for the comparative period in the prior year. This represents a decrease of $12,282 or 22% for the three months ended March 31, 2025, compared to the equivalent period in the prior year.

Foreignexchange loss

Foreign exchange loss was $11,800 for the three months ended March 31, 2025, compared to $4,143 for the comparative period in the prior year. This represents an increase of $7,657 or 51% for the three months ended March 31, 2025, compared to the equivalent period in the prior year. The primary reason for the change in foreign exchange was the change in the Canadian dollar relative to the US dollar and its impact on financial instruments denominated in the Canadian dollar. The strong appreciation of the US dollar versus the Canadian dollar in 2024 negatively impacted returns on the Company’s Canadian dollar investments and cash and cash equivalents holdings.

Externalresearch and development fees

External research and development fees were $1,648,350 for the three months ended March 31, 2025, compared to $160,260 for the comparative period in the prior year. This represents an increase of $1,488,090 or 929% for the three months ended March 31, 2025, compared to the equivalent period in the prior year. Starting from FY2025, the Company has reinitiated investments in its FSD-201 research initiatives, in which expenses were incurred in the FSD Australia entity.

Share-basedpayments

Share-based payments were $291,272 for the three months ended March 31, 20245, compared to $57,743 for the comparative period in the prior year. This represents an increase of $233,529 or 404% for the three months ended March 31, 2025, compared to the equivalent period in the prior year. Share-based payments expense changes based on the variability in the number of options granted, vesting periods of the options, the number of Performance Share Units (“PSUs”) granted, the number of RSUs granted, vesting periods of the PSUs and RSUs, number of warrants granted, vesting periods of the warrants, the grant date fair values of share-based awards, and share-based bonuses issued. During the three months ended March 31, 2025, the Company granted 57,692 options to officers and employees.

Depreciationand amortization

Depreciation and amortization were $129,690 for the three months ended March 31, 2025, compared to $120,141 for the comparative period in the prior year. This represents an increase of $9,549 or 8% for the three months ended March 31, 2025, compared to the equivalent period in the prior year. Depreciation and amortization in the current period related to the amortization of intellectual property and right-of-use assets.

Interestincome

Interest income was $67,216 for the three months ended March 31, 2025, compared to $172,524 for the comparative period in the prior year. This represents a decrease of $105,308 or 61% for the three months ended March 31, 2025, compared to the equivalent period in the prior year. Interest income is primarily consisted of interest earned from the residential property investments through the FSD Strategic Investment entity.

Otherincome

Other income includes proceeds from the sale of excess inventory from research activities conducted by Celly Nu. Other income was $7,060 for the three months and March 31, 2025, compared to $Nil in the prior year period.

(Gain)loss on settlement of debt

During the three months ended March 31, 2025, the Company incurred a gain on settlement of debt of $185,130 with arms-length creditors compared to a loss on settlement of debt of $17,476, related to the shares for debt transaction with an arms length creditor in the prior year period.

Loss(gain) on change in fair value of derivative liability

In August 2020, the Company issued 42,499 Class B Subordinate Voting Shares and 21,249 warrants to purchase Class B Subordinate Voting Shares for total cash proceeds of $9,999,997. Each warrant is exercisable to purchase one Class B Subordinate Voting Share of the Company at an exercise price of $276.90 per share and expires five years from the date of issuance.

The fair value of the warrants liability as at March 31, 2025, was $221, resulting in a loss on change in fair value of $219 for the three months March 31, 2025, compared to $23,297 for the prior year period.

During the year ended December 31, 2024, the Company issued 80,000 warrants pursuant to a convertible debenture with derivative liability components. The fair value of the warrants as of March 31, 2025, was $523,128 resulting in a loss on change in fair value of $311,128 for three months ended March 31, 2025.

The fair value of the conversion feature as at March 31, 2025, was $911,360 (December 31, 2024 - $280,000) resulting in a loss on change in fair value of $631,360.

On January 20, 2025, the Company issued 152,577 warrants pursuant to a convertible debenture with derivative liability components. The fair value of the warrant liability at the date of issuance on January 20, 2025, was $405,656. The fair value of the warrants as of March 31, 2025, was $1,029,101 resulting in a loss on change in fair value of $623,445.

The fair value of the conversion feature as at dates of conversion on February 7 and February 26, 2025, was $2,912,862, and $656,513, respectively resulting in total net loss on change in fair value of $1,514,174.

On March 6, 2025, the Company issued 10,309 warrants pursuant to the convertible debenture with derivative liability components. The fair value of the warrant liability as at date of issuance on March 6, 2025, was $38,702. The fair value of the warrants as of March 31, 2025, was $69,813, resulting in a loss on change in fair value of $31,110.

On March 28, 2025, the Company issued 183,920 warrants pursuant to the convertible debenture with derivative liability components. The fair value of the warrants as of March 31, 2025, was $1,218,875, which remained the same as the value on the date of issuance, thus, there was no change in fair value during the period.

Unrealizedloss on change in fair value of digital assets

The Company’s investments in digital assets are accounted for at fair value through profit or loss, resulting in a loss $718,827 during the period ended March 31, 2025.

Realizedgain from sale of digital assets

Realized gain of $68,293 from the sale of the Company’s investment in digital assets is recognized in profit and loss during the period ended March 31, 2025.

Loss on issuance of convertible debt

They Company incurred a loss on issuance of convertible debt of $1,490,278 for the period ended March 31, 2025 as the fair value of warrants and conversion feature pursuant to the January Debentures were higher than the principal debt amount on the date of issuance.

SELECTED QUARTERLY INFORMATION

The following table sets forth selected unaudited quarterly statements of operations results for each of the eight quarters commencing April 1, 2023, and ended March 31, 2025. The information for each of these quarters has been prepared on the same basis as the audited annual financial statements for the year ended December 31, 2024, and the condensed consolidated interim financial statements for the three months ended March 31, 2025. This data should be read in conjunction with the audited annual financial statements for the year ended December 31, 2024, and the condensed consolidated interim financial statements for the three months ended March 31, 2025. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.



Interest income
Net loss for the period	)	)	)	)	)	)	)	)
Net loss per share - basic	)	)	)	)	)	)	)	)
Net loss per share - diluted	)	)	)	)	)	)	)	)

All values are in US Dollars.

SEGEMENTINFORMATION

The following tables summarize the Company’s interest income, total operating expenses, and net loss for the three months ended March 31, 2025, and 2024 on a segmented basis:

	For the three months ended March 31, 2025
	Biopharmaceutical		Strategic<br> Investments		Total

Interest expense (income)		)		)		)
Total operating expenses
Net (loss) income		)				)

All values are in US Dollars.

	For<br> the three months ended March 31, 2024
	Biopharmaceutical		Strategic Investments		Total

Interest income		)		)		)
Total operating expenses
Net (loss)<br> income		)				)

All values are in US Dollars.

FINANCIALPOSITION

As at	March 31,		December 31,
	2025		2024
					Change		Change %
ASSETS
Current assets
Cash and cash equivalents						)		-41	%
Other receivables								5	%
Prepaid expenses and deposits								109	%
Finance receivables, net						)		-12	%
Investments						)		-98	%
Inventory						)		100	%
Digital assets								100	%
						)		-18	%
Non-current assets
Equipment, net						)		-3	%
Investments								0	%
Right-of-use asset, net						)		-35	%
Intangible assets, net						)		-2	%
Total assets						)		-13	%
LIABILITIES
Current liabilities
Trade and other payables						)		-46	%
Lease obligations						)		-34	%
Warrants liability								1240	%
Derivative liabilities								924	%
Deferred income								100	%
Notes payable								76	%
Convertible debentures								100	%
								55	%
Total liabilities								55	%
SHAREHOLDERS’ EQUITY
Class A share capital								0	%
Class B share capital								2	%
Warrants						)		-31	%
Contributed surplus								3	%
Foreign exchange translation reserve						)		-7	%
Accumulated deficit		)		)		)		5	%
Equity attributable to shareholders of the Company						)		-50	%
Non-controlling interests		)		)		)		16	%
						)		-57	%
Total liabilities and shareholders’ equity						)		-13	%

All values are in US Dollars.

Assets

Cash and cash equivalents decreased by $2,477,559, or 41%, primarily due to operating outflows, investments in digital assets, offset by private placement offerings.

Other receivables increased by $19,165, or 5%. Changes are mainly related to the quarterly sales tax filing process with CRA and Australian authorities, and timing of fund collection.

Investments decreased by $1,181,481, or 98%, primarily due to all GIC investments redemption at maturity.

Current finance receivables decreased by $414,189, or 12%, reflecting various portfolio adjustments, as the Company collected the principal repayments from matured loans and did not renew.

The Company invested in net $2,600,000 in digital assets during the period ended March 31, 2025.

The right-of-use assets decreased by $18,566, or 35%, primarily due to the depreciation recorded for the current office lease.

Intangible assets decreased by $103,724, or 8%, due to amortization expenses for the three months ended March 31, 2025.

Liabilities

Trade and other payables decreased by $2,005,166, or 46%, reflecting the Company’s ongoing operational activities and strategic investments.

The fair value of the warrants liability from the Company’s total convertible debentures balance was $2,841,137 (December 31, 2024 – $212,002).

The fair value of the derivatives liabilities as of March 31, 2025, was $2,866,115 (December 31, 2024 - $280,000). This stems from the conversion feature valuations from the Company’s outstanding convertible debentures.

The Company received $1,000,000 in proceeds related to a prepaid forward contract during the year ended December 31, 2024. As of March 31, 2025, the balance remains as $1,000,000.

The total convertible debentures were valued at $156,920 as at March 31, 2025 (December 31, 2024 - $152,113).

Shareholders’equity

Shareholder’s equity decreased by $5,747,966 primarily due to:

(i)	a<br> decrease of $618,578 related to warrants expired during the period;
(ii)	a<br> decrease of $3,492 related to the translation of foreign operations; and
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(iii)	a<br> decrease of $8,576,723 related to net loss for the period; and
---	---
(iv)	an increase of $2,565,681 related shares issues pursuant to the conversion<br>of debentures and issuance of shares upon exercise of options.
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Non-controllinginterests

Through the License Agreement, Quantum acquired 34.66% of Celly on July 31, 2023. As of March 31, 2025, the Company has a 20.10% (December 31, 2024 – 22.95%) ownership interest in Celly through common shares held in Celly. The non-controlling interest represents the common shares of Celly that are not attributable to the Company.

Reconciliation of non-controlling interest is as follows:


Balance, December 31, 2024		)
Net loss for<br> the period		)
Balance, March<br> 31, 2025		)

All values are in US Dollars.

LIQUIDITY,CAPITAL RESOURCES AND FINANCING

The general objectives of our capital management strategy are to preserve our capacity to continue operating, provide benefits to our stakeholders and provide an adequate return on investment to our shareholders by continuing to invest in our future that is commensurate with the level of operating risk we assume. We determine the total amount of capital required consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements.

The financial statements and this MD&A have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. In making this assessment, management concluded that it has sufficient working capital as of March 31, 2025, to carry out its planned operations over the next twelve months.

Cashflows for the three months ended March 31, 2025 and 2024

CashFlows (Used in) Operating Activities

Cash flows used in operating activities for the three months ended March 31, 2025, were $4,260,843 compared to cash flows used in operating activities of $1,973,394 for the three months ended March 31, 2024. The increased outflow was driven by a higher net loss of $8.3 million compared to $2 million in the previous year, partially offset by non-cash adjustments.

CashFlows (Used in) Provided by Investing Activities

Cash flows used in investing activities for the three months ended March 31, 2025, were $1,350,208 compared to cash used in investing activities of $22,140 for the three months ended March 31, 2024. The outflow primarily reflected $2.8 million in purchases of digital assets, partially offset by the redemptions on the GIC investments.

CashFlows (Used in) Provided by Financing Activities

Cash flows from financing activities for the three months ended March 31, 2025, were $3,133,492 compared to cash from financing activities of $568,719 for the three months ended March 31, 2024. This significant improvement was driven primarily by $2.67 million in proceeds from convertible debentures, reflecting successful private placement offerings as well as $312,343 from rocking horse loans, which provided critical funding for the Australian subsidiary research initiatives.

CONTRACTUAL OBLIGATIONS

We have no significant contractual arrangements other than those noted in our financial statements.

OFF-BALANCE SHEET ARRANGEMENT

We have no off-balance sheet arrangements other than those noted in our financial statements.

TRANSACTIONS WITH RELATED PARTIES

Related parties and related party transactions impacting the accompanying financial statements are summarized below and include transactions with the following individuals or entities:

Transactions with key management and directors comprise the following:

a)	Director’s<br> compensation for the three months ended March 31, 2025, is $29,587 (2024 – $66,515).
b)	During<br> the three months ended March 31, 2025, the Company granted 57,692 options to officers and<br> employees of the Company each with exercise prices ranging from C$6.60 to C$9.90 and expiring<br> two years from the date of issuance.
---	---
c)	During the year ended December 31, 2023, the Company entered into a<br>secured loan agreement with the CEO for C$1,200,000, with monthly payments of C$6,000 based on an annual interest rate of 6%. The loan<br>had a maturity date of April 26, 2025, and was part of FSD Strategic Investments’ portfolio of finance receivables. During the year<br>ended December 31, 2024, a payment of C$400,000 was made by the CEO, and monthly payments were subsequently reduced to C$4,000. During<br>the three months ended March 31, 2025, the CEO made a payment of C$800,000 towards the loan, thereby settling the total debt outstanding<br>owed to FSD Strategic Investments.
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Key management personnel compensation during the three months ended March 31, 2025 and 2024, is comprised of:

	2025	2024

Salaries, benefits, bonuses and consulting fees
Share-based payments (Note 14)

All values are in US Dollars.

As at March 31, 2025, the Company has $Nil owing to related parties included in accounts payable and accrued liabilities (December 31, 2024

$Nil).

21

FINANCIALINSTRUMENTS AND OTHER INSTRUMENTS

Creditrisk

The Company does not hold any collateral as security for its outstanding finance receivables but mitigates this risk by dealing only with, what management believes to be, financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance. The loans are secured by residential properties, and the Company is granted a first or second collateral charge mortgage on the properties for a sum equal to the interest payments plus the principal amount. The Company performs assessments on factors such as timing of payments, loan to value ratios, communications with the borrower and external macro factors such as interest rates and economic conditions to mitigate risks.

Liquidityrisk

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they come due. The Company’s exposure to liquidity risk is dependent on the Company’s ability to raise additional financing to meet its commitments and sustain operations. The Company mitigates liquidity risk by management of working capital, cash flows, the issuance of share capital and if desired, the issuance of debt. The Company’s trade and other payables are all due within twelve months from the date of these financial statements.

Marketrisk

●	Foreign<br> currency risk

Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Company’s primary exposure with respect to foreign currencies is from Canadian dollar denominated cash and trade and other payables. A 1% change in the foreign exchange rates would not result in any significant impact to the financial statements.

●	Interest<br> rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s finance receivables are at fixed rates and there are no material long-term borrowings outstanding. The Company is not exposed to interest rate risk as at March 31, 2025.

●	Other<br> price risk

Fairvalues

Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest-level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:

●	Level<br> 1 – Unadjusted quoted prices as at the measurement date for identical assets or liabilities<br> in active markets.
●	Level<br> 2 – Observable inputs other than quoted prices included in Level 1, such as quoted<br> prices for similar assets and liabilities in active markets; quoted prices for identical<br> or similar assets and liabilities in markets that are not active; or other inputs that are<br> observable or can be corroborated by observable market data.
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●	Level<br> 3 – Significant unobservable inputs that are supported by little or no market activity.<br> The fair value hierarchy also requires an entity to maximize the use of observable inputs<br> and minimize the use of unobservable inputs when measuring fair value.
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Private company investments measured at fair value are classified as Level 3 financial instruments. The valuation method and significant assumptions used to determine the fair value of private company investments have been disclosed in the financial statements. The Company did not hold any private company investments as of March 31, 2025. During the period, there were no transfers of amounts between levels.

CRITICALACCOUNTING POLICIES AND ESTIMATES

Refer to Note 2 and Note 3 of the audited consolidated financial statements for the fiscal year ended December 31, 2024, for a full discussion of our critical accounting policies and estimates.

OUTSTANDING SHARE DATA

The Company is authorized to issue an unlimited number of Class A Multiple Voting Shares and an unlimited number of Class B Subordinate Voting Shares, all without par value. All shares are ranked equally with regards to the Company’s residual assets.

The holders of Class A Multiple Voting Shares are entitled to 276,660 votes per Class A Multiple Voting Share held. Class A Multiple Voting Shares are held by the CEO, President, Co-Chairman of the Board and the Director, Co-Chairman of the Board.

The Company’s outstanding capital was as follows as at the date of this MD&A:

Class A Multiple Voting Shares	12	^(1)^
Class B Subordinate Voting Shares	2,907,543	^(1)^
Share options	87,648
Warrants	526,405

Note:

1.	The<br> Class A Multiple Voting Shares represent approximately 53.3% of the voting rights attached<br> to Quantum’s outstanding voting securities.

DISCLOSURECONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

A.Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our CEO and CFO, our management has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025, the end of the period covered by this report. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2025.

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

B.Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process designed by and under the supervision of our CEO and CFO to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Under the supervision and with the participation of our CEO and CFO, our management has assessed the effectiveness of our internal control over financial reporting as of March 31, 2025, and concluded that it was effective.

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings Full Certificate

I, Zeeshan Saeed, the Chief Executive Officer of Quantum Biopharma Ltd., certify the following:

1.	*Review:*I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quantum<br>Biopharma Ltd. (the “issuer”) for the interim period ended March 31, 2025.
2.	Nomisrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br>untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not<br>misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
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3.	Fairpresentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with<br>the other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br>performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
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4.	Responsibility:<br>The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br>(DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certificationof Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
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5.	Design:<br>Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as<br>at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our<br>supervision, to provide reasonable assurance that
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(i)	material information relating to the issuer is made known<br>to us by others, particularly during the period in which the interim filings are being prepared; and
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(ii)	information required to be disclosed by the issuer in its<br>annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized<br>and reported within the time periods specified in securities legislation; and
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(b)	designed ICFR, or caused it to be designed under our supervision,<br>to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external<br>purposes in accordance with the issuer’s GAAP.
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5.1	Controlframework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR<br>is the Internal Control – Integrated Framework (COSO Framework 2013) published by the Committee of Sponsoring Organizations of<br>the Treadway Commission (COSO).
---	---
5.2	ICFR – material weakness relating to design: N/A
---	---
5.3	Limitationon scope of design: N/A
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6.	Reportingchanges in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred<br>during the period beginning on January 1, 2025, and ended on March 31, 2025, that has materially affected, or is reasonably likely to<br>materially affect, the issuer’s ICFR.
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Date: May 14, 2025

“Zeeshan Saeed”
Zeeshan Saeed
Chief Executive Officer

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings Full Certificate

I, Donal Carroll, the Chief Financial Officer of Quantum Biopharma Ltd., certify the following:

1.	*Review:*I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quantum<br>Biopharma Ltd. (the “issuer”) for the interim period ended March 31, 2025.
2.	Nomisrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br>untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not<br>misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
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3.	Fairpresentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with<br>the other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br>performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
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4.	Responsibility:<br>The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br>(DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certificationof Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
---	---
5.	Design:<br>Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as<br>at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our<br>supervision, to provide reasonable assurance that
---	---
(i)	material information relating to the issuer is made known<br>to us by others, particularly during the period in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its<br>annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized<br>and reported within the time periods specified in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision,<br>to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external<br>purposes in accordance with the issuer’s GAAP.
---	---
5.1	Controlframework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR<br>is the Internal Control – Integrated Framework (COSO Framework 2013) published by the Committee of Sponsoring Organizations of<br>the Treadway Commission (COSO).
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5.2	ICFR – material weakness relating to design: N/A
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5.3	Limitationon scope of design: N/A
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6.	Reportingchanges in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred<br>during the period beginning on January 1, 2025, and ended on March 31, 2025, that has materially affected, or is reasonably likely to<br>materially affect, the issuer’s ICFR.
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Date: May 14, 2025.

“Donal Carroll”
Donal Caroll
Chief Financial Officer

QNTM 6-K