6-K
Quantum Biopharma Ltd. (QNTM)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission File Number: 001-39152
Quantum BioPharma Ltd. (Translation of registrant's name into English)
1 Adelaide Street East, Suite 801Toronto, Ontario M5C 2V9 (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 [ X ] Form 40-F [ ]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached is a copy of a press release (the “Press Release”) issued by Quantum BioPharma Ltd. (the “Company”) on October 31, 2025, announcing that it has entered into an at the market offering agreement with H.C. Wainwright & Co., LLC (the “ATM Agreement”). The Press Release is attached hereto as Exhibit 99.1 and the ATM Agreement is attached hereto as Exhibit 10.1. Attached hereto as Exhibit 5.1 is the opinion of Garfinkle Biderman LLP, as Canadian counsel, regarding the legality of the issuance and sale of the Company’s Class B Subordinate Voting Shares under the ATM Agreement
Exhibits 5.1 and 10.1, to this Report on Form 6-K are hereby incorporated by reference as exhibits to the Company’s Registration statement on Form F-3 (File No. 333-276264), as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished.
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 BioPharma Ltd. | |
|---|---|
| (Registrant) | |
| Date: October 31, 2025 | /s/ Donal Carroll |
| Donal Carroll | |
| Chief Financial Officer |
EXHIBIT INDEX
Exhibit 5.1
October 31, 2025
| To: | Quantum BioPharma Ltd.1 Adelaide Street East, Suite 801Toronto, Ontario M5C 2V9 |
|---|
Dear Sirs/Mesdames:
| Re: | Quantum BioPharma Ltd. (the “Company”) – Registration Statement on Form F-3 and Prospectus |
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Dear Mesdames/Sirs:
We have acted as Canadian legal counsel to the Company, a company formed under the laws of the Province of Ontario. We are furnishing this opinion in connection with the at-the-market offering by the Company of Class B Subordinate Voting Shares in the capital of the Company for up to US$21,225,000 (“Class B Shares”) pursuant to a registration statement on Form F-3, Registration File No. 333-276264 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission, including a base prospectus (the “Base Prospectus”), and the Prospectus Supplement dated October 31, 2025 (together with the Base Prospectus being the “Prospectus”). The Class B Shares are to be sold in the United States through H.C. Wainwright & Co., LLC (the “Manager”) from time to time by the Company pursuant to the Registration Statement, Prospectus and an at the market offering agreement dated as of February 16, 2024 by and between the Manager and Company (the “ATM Agreement”).
| 1. | Materials Reviewed |
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We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, Prospectus and ATM Agreement. We have also examined resolutions of the board of directors of the Company in respect of the Prospectus, Registration Statement, ATM Agreement and issuance of the Class B Shares for up to US$21,225,000 pursuant thereto (the “Resolutions”).
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed below.
| 2. | Assumptions and Fact Reliance |
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We have assumed that at all relevant times:
| (a) | all information contained in all documents reviewed by us is true and correct; | ||
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| (b) | the genuineness of all signatures on all documents examined by us and the legal capacity of all natural persons; | ||
| --- | --- | ||
| (c) | the authenticity of all documents submitted to us as originals; | ||
| --- | --- | ||
| (d) | the conformity to original documents of all documents submitted to us as copies, whether facsimile, electronic, photostatic, certified or otherwise, and the authenticity of the originals of such copies; | ||
| --- | --- | ||
| (e) | each natural person signing any document reviewed by us had the legal capacity to do so, none of which facts we have independently verified; | ||
| --- | --- | ||
| Garfinkle | Biderman LLP | Tel | 416.869.1234 |
| --- | --- | ||
| 1 Adelaide Street East, Suite 801, Toronto, ON M5C 2V9 | Fax | 416.869.0547 www.garfinkle.com |
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| --- | | (f) | no order, ruling or decision of any court or regulatory or administrative body is in effect at any relevant time that restricts the issuance of the Class B Shares; | | --- | --- | | (g) | there is no foreign law that would affect the opinion expressed herein; | | --- | --- | | (h) | at the time of the execution and delivery of any documents relating to the Class B Shares or the offering thereof, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties; | | --- | --- | | (i) | the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents; | | --- | --- | | (j) | the Company has the necessary corporate power and capacity to execute, deliver and perform its obligations under the terms and conditions of the ATM Agreement; | | --- | --- | | (k) | the Company has the necessary corporate power and capacity to authorize, create, authenticate, validly issue, sell and deliver the Class B Shares and perform its obligations under the terms and conditions of the Class B Shares; | | --- | --- | | (l) | all necessary corporate action has been taken by the Company to duly authorize the execution and delivery by the Company of the ATM Agreement and the performance of its obligations under the terms and conditions thereof; | | --- | --- | | (m) | all necessary corporate action has been taken by the Company and all of the terms and conditions relevant to the execution, delivery and issuance of the Class B Shares in the ATM Agreement have been complied with; | | --- | --- | | (n) | all necessary corporate action has been taken by the Company to duly authorize the terms of the offering of the Class B Shares and related matters; | | --- | --- | | (o) | the ATM Agreement (i) has been duly authorized, executed and delivered by all parties thereto and such parties had the capacity to do so; (ii) constitutes a legal, valid and binding obligation of all parties thereto; (iii) is enforceable in accordance with its terms against all parties thereto; and (iv) is governed by the laws of the State of New York; | | --- | --- | | (p) | the Class B Shares have been duly authorized, created, authenticated, sold and delivered and validly issued by the Company and any other person signing or authenticating the Class B Shares, as applicable; | | --- | --- | | (q) | the terms of the offering of the Class B Shares and related matters have been duly authorized by the Company; | | --- | --- | | (r) | the Company has complied, and will comply, with the Business Corporations Act (Ontario); | | --- | --- | | (s) | the execution and delivery of the ATM Agreement and the performance by the Company of its obligations under the terms and conditions thereunder do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the articles of incorporation, by-laws or any other constating documents of the Company, any resolutions of the board of directors or shareholders of the Company, any agreement or obligation of the Company, or applicable law; | | --- | --- | | (t) | the authorization, creation, authentication, sale, delivery and issuance of the Class B Shares and the Company’s performance of its obligations under the terms and conditions of the Class B Shares do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the articles of incorporation, by-laws or any other constating documents of the Company, any resolutions of the board of directors or shareholders of the Company, any agreement or obligation of the Company, or applicable law; and | | --- | --- |
| 3 |
| --- | | (u) | the terms of the offering of the Class B Shares and related matters do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the articles of incorporation, by-laws or any other constating documents of the Company, any resolutions of the board of directors or shareholders of the Company, any agreement or obligation of the Company, or applicable law. | | --- | --- |
Where our opinions expressed herein refer to any of the Class B Shares having been issued as being “fully-paid and non-assessable”, such opinion assumes that all required consideration (in whatever form) has been paid for such shares. No opinion is expressed as to the adequacy of any consideration received.
We have no responsibility or obligation to (i) update this opinion, (ii) take into account or inform the addressee or any other person of any changes in law, facts or other developments subsequent to this date that do or may affect the opinions we express, or (iii) advise the addressee or any other person of any other change in any matter addressed in this opinion. Nor do we have any responsibility or obligation to consider the applicability or correctness of this opinion to any person other than the addressee.
| 3. | Applicable Laws |
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We are qualified to carry on the practice of law in the Province of Ontario. The opinions expressed below are restricted to the laws of the Province of Ontario and the laws of Canada applicable therein, in each case, in effect on the date hereof. We express no opinion with respect to the laws of any other jurisdiction.
| 4. | Opinions |
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Based upon and relying on the foregoing, and subject to the assumptions and qualifications expressed herein, we are of the opinion that, on the date hereof, the Class B Shares, when issued, sold and delivered in the manner and for the consideration set forth in and in accordance with the ATM Agreement and Resolutions, upon payment of the consideration provided therein to the Company, will be validly issued, fully paid and non-assessable.
| 5. | Qualifications |
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This opinion letter has been prepared for your use in connection with the Registration Statement and Prospectus and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, Prospectus, Registration Statement or Class B Shares.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not hereby agree that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Yours very truly,
/s/ Garfinkle Biderman LLP
Garfinkle Biderman LLP
EdgarFiling EXHIBIT 99.1
Quantum BioPharma Ltd. Provides Corporate Update
TORONTO, Oct. 31, 2025 (GLOBE NEWSWIRE) -- Quantum BioPharma Ltd. (NASDAQ: QNTM) (CSE: QNTM) (FRA: 0K9A) (“Quantum” or the “Company”), a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions, is pleased to announce that pursuant to the entry into its previously announced at the market offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) on February 16, 2024, announces today, the Company at its discretion may offer and sell, from time to time, through Wainwright as sales agent, Class B Subordinate Voting Shares in the capital of the Company (“Class B Shares”) having an aggregate offering price of up to US$21,225,000 (the “ATM Offering”). A cash commission of 3.0% on the aggregate gross proceeds raised under the ATM Offering will be paid to Wainwright in connection with its services.
Sales of the Class B Shares under the Prospectus will be made in transactions that are deemed to be “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq Stock Market LLC (“Nasdaq”). The Class B Shares will be distributed at the prevailing market prices at the time of each sale. As a result, prices may vary as between purchasers and during the period of distribution. No Class B Shares in the ATM Offering will be sold on the Canadian Securities Exchange (the “CSE”) or any other trading market in Canada.
The volume and timing of sales, if any, will be determined at the sole discretion of the Company’s management and in accordance with the terms of the ATM Agreement. If the Company chooses to sell Class B Shares under the ATM Offering, the Company intends to use the net proceeds of the ATM Offering (i) to fund our various clinical studies, trials and development programs, (ii) to fund research and development, and (iii) for general corporate purposes and working capital.
The ATM Offering is being made in the United States pursuant to a registration statement on Form F-3 (File No. 333-276264) filed under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “SEC”) and declared effective on January 4, 2024 (the “Registration Statement”), the base prospectus contained in the Registration Statement (the “Base Prospectus”) and the prospectus supplement dated October 31, 2025 (“Prospectus Supplement”, together with Base Prospectus, the “Prospectus”) filed with the SEC.
You can review our SEC filings, the Registration Statement and Prospectus by accessing the SEC’s internet site at www.sec.gov or on the Company’s website at www.quantumbiopharma.com, through which you can access our SEC filings.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Quantum BioPharma Inc.
Quantum BioPharma is a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions for the treatment of challenging neurodegenerative 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. Quantum has also licensed UNBUZZD™, 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 for use in the consumer recreational sector, to Celly Nutrition Corp. (“Celly Nu”) and is entitled to a royalty on the revenue generated by Celly Nu from sales of products created using the technology rights granted under the licensing agreement. Quantum continues its R&D activities to develop novel formulations for alcohol misuse disorders and continues the development of such treatments for use in the healthcare sector. Quantum maintains a portfolio of strategic investments through its wholly-owned subsidiary, FSD Strategic Investments Inc., which represent loans secured by residential or commercial property.
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may 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 certain actions, events or results “may”, “could”, “would”, “might”, “potentially” or “will” be taken, occur or be achieved. More particularly, and without limitation, this press release contains forward-looking statements contained in this press release include statements concerning the future of Quantum and are based on certain assumptions that Quantum has made in respect thereof as of the date of this press release, including those relating to future sales of Class B Shares under the ATM Offering, the offering price therefor and the use of proceeds thereof. Quantum cannot give any assurance that such forward-looking statements will prove to have been correct.
Since forward-looking statements relate to future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. The Company cautions that although it believes the expectations and material factors and assumptions reflected in these forward-looking statements are 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 out in the forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including, but not limited to: the timing and ability to satisfy all applicable listing and regulatory requirements of the CSE and Nasdaq; the fact that the drug development efforts of the Company and Lucid are at a very early stage; the fact that preclinical drug development is uncertain, and the drug product candidates of the Company and Lucid may never advance to clinical trials; the fact that results of preclinical studies 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 the Company and Lucid; the uncertain clinical development process, including the risk that clinical trials may not have an effective design or generate positive results; the potential inability to obtain or maintain regulatory approval of the drug product candidates of the Company and Lucid; the introduction of competing drugs that are safer, more effective or less expensive than, or otherwise superior to, the drug product candidates of the Company and Lucid; the initiation, conduct, and completion of preclinical studies and clinical trials may be delayed, adversely affected or impacted by unforeseen issues; the potential inability to obtain adequate financing; the potential inability to obtain or maintain intellectual property protection for the drug product candidates of the Company and Lucid; the inability of the Company to sell under the ATM Offering or upon the terms outlined herein; the prices at which the Company may sell the Class B Shares in the ATM Offering; and other risks. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release, which speak only as of the date of this press release.
Further information regarding factors that may cause actual results to differ materially are included in the Company’s annual and other reports filed from time to time with the Canadian Securities Administrators on SEDAR+ ( www.sedarplus.ca ) and with the SEC on EDGAR (www.sec.gov), including the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, the Prospectus and Registration Statement, each under the heading “Risk Factors”. This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this document speak only as of the date of this document. Quantum does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
Neither the CSE nor its regulation services provider accept responsibility for the adequacy or accuracy of this release.
Contacts:
Quantum BioPharma Inc. Zeeshan Saeed, Founder, CEO and Executive Co-Chairman of the Board, Quantum BioPharma Inc. Email: [email protected] Telephone: (833) 571-1811
Investor Relations Investor Relations: [email protected] General Inquiries: [email protected]