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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: November 2025

 

Commission File Number: 001-39152

 

Quantum Biopharma Ltd.
 
(Translation of registrant’s name into English)

 

1 Adelaide Street East, Suite 801

Toronto, 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 ☒     Form 40-F ☐

 

 

 

 


 

 INCORPORATION BY 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such Registration Statement and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

1


 

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 and nine months ended September 30, 2025 and 2024, 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 and nine months ended September 30, 2025 and 2024 , which is attached hereto as Exhibit 99.2.

 

2


 

EXHIBIT INDEX

 

Exhibit   Description
     
99.1   Condensed consolidated interim financial statements for the three and nine months ended September 30, 2025 and 2024
     
99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operation for the three and nine months ended September 30, 2025 and 2024
     
99.3   CEO Certificate
     
99.4   CFO Certificate
     
101.INS   XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.SCH   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File( formatted as Inline XBRL and contained in Exhibit 101)

 

3


 

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: November 6, 2025 By: /s/ Donal Carroll
    Donal Carroll,
Chief Financial Officer

 

4

 

Exhibit 99.1

 

Quantum Biopharma Ltd. (formerly, FSD Pharma Inc.)

 

Condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025, and 2024

 

[expressed in United States dollars]

 

 


 

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

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

[unaudited] [expressed in United States dollars]

 

As at       September 30,     December 31,  
        2025     2024  
    Notes   $     $  
ASSETS                
Current assets                
Cash and cash equivalents         445,944       5,995,872  
Other receivables   4     78,300       374,678  
Prepaid expenses and deposits   5     39,294       69,036  
Finance receivables, net   6     2,858,066       3,432,340  
Investments   7     636,761       1,202,349  
Inventory   8     77,622       117,242  
Digital assets   9,13     5,207,249       861,230  
          9,343,236       12,052,747  
                     
Non-current assets                    
Equipment, net         69,485       76,894  
Long-term investments   7           2,224  
Right-of-use asset, net         121,270       53,488  
Intangible assets, net     10     4,619,237       4,933,871  
Total assets         14,153,228       17,119,224  
                     
LIABILITIES                    
Current liabilities                    
Trade and other payables   11,22     4,087,547       4,362,068  
Lease obligations         151,798       53,780  
Warrants liability   12           212,002  
Derivative liabilities   14     1,835       280,000  
Deferred income   21           1,000,000  
Notes payable   13     1,975,305       619,029  
Convertible debentures   14     429,995       152,113  
          6,646,480       6,678,992  
                     
Total liabilities         6,646,480       6,678,992  
                     
SHAREHOLDERS’ EQUITY                    
Class A Multiple Voting Share capital   15     151,701       151,701  
Class A Multiple Voting Shares to be issued   15     439        
Class B Subordinate Voting Share capital   15     168,876,091       150,318,624  
Warrants   15     1,028,780       1,997,759  
Contributed surplus         33,578,589       31,072,543  
Foreign exchange translation reserve         276,146       50,795  
Accumulated deficit         (195,259,703 )     (172,110,884 )
Equity attributable to shareholders of the Company         8,652,043       11,480,538  
Non-controlling interests   17     (1,145,295 )     (1,040,306 )
          7,506,748       10,440,232  
Total liabilities and shareholders’ equity         14,153,228       17,119,224  
                     
Commitments and contingencies   21                
Subsequent events   25                

 

  On behalf of the Board:      
         
  /s/ Zeeshan Saeed   /s/ Eric Hoskins  
  Zeeshan Saeed   Eric Hoskins  
  Director   Director  

 

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

 

1


 

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

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

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

 

        Three months ended
September 30,
    Nine months ended
September 30,
 
        2025     2024     2025     2024  
    Notes   $     $     $     $  
                             
Expenses                            
General and administrative   19     3,041,374       3,250,030       7,682,760       7,479,525  
External research and development fees         495,223       744,802       2,692,770       1,803,048  
Share-based payments   16,17     996,194       65,424       2,137,050       234,691  
Depreciation and amortization   10     145,336       120,814       416,409       377,768  
Total operating expenses         4,678,127       4,181,070       12,928,989       9,895,032  
                                     
Loss from operations         (4,678,127 )     (4,181,070 )     (12,928,989 )     (9,895,032 )
                                     
Interest income   20,6     (100,420 )     (163,868 )     (258,369 )     (440,816 )
Other income   21     (6,202 )           (1,949,218 )      
Finance expense, net         91,570       10,371       230,700       31,142  
Accretion and interest expense   14     13,505             460,564        
(Gain) loss on settlement of debt   15     (11,250 )     (12,320 )     (86,113 )     5,156  
Change in fair value of derivative liabilities and warrant liability   12,14     1,251,276       74       11,911,366       (31,263 )
Unrealized gain on change in fair value of digital assets   9     (636,574 )           (831,372 )      
Realized gain on sale of digital assets   9     (386,124 )           (490,137 )      
Change in fair value of investments   7     (146,308 )           (152,880 )      
Loss on issuance of convertible debt   14                 1,490,278        
Net loss         (4,747,600 )     (4,015,327 )     (23,253,808 )     (9,459,251 )
                                     
Other comprehensive loss                                    
Items that may be subsequently reclassified to loss:                                    
Exchange gain on translation of foreign operations         145,299       749,564       225,351       415,720  
Comprehensive loss         (4,602,301 )     (3,265,763 )     (23,028,457 )     (9,043,531 )
                                     
Net loss attributable to:                                    
Equity owners of the Company         (5,319,029 )     (3,827,170 )     (23,148,819 )     (8,842,461 )
Non-controlling interests   17     571,429       (188,157 )     (104,989 )     (616,790 )
          (4,747,600 )     (4,015,327 )     (23,253,808 )     (9,459,251 )
                                     
Net (loss) per share                                    
Basic and diluted - continuing operations   18   $ (1.25 )   $ (4.37 )   $ (7.49 )   $ (11.06 )
                                     
Weighted average number of shares outstanding – basic and diluted   18     3,801,151       917,848       3,103,901       855,294  

 

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

 

2


 

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

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the nine months ended September 30, 2025, and 2024

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

 

    Class A shares     Class A shares to be issued     Class B shares     Warrants     Contributed surplus     Non-controlling interests     Foreign exchange translation reserve     Accumulated deficit     Total  
    #     $     #     $     #     $     #     $     $     $     $     $     $  
Balance, December 31, 2023     2       151,622                   605,796       137,626,863       158,832       2,723,356       30,225,741       (327,501 )     417,341       (157,908,160 )     12,909,262  
Shares issued [note 15]     10       79                   956,935       9,185,073                                           9,185,152  
Shares for debt [note 15]                             292,477       1,983,728                                           1,983,728  
Share-based payments [note 16]                                                     234,691                         234,691  
Warrants expired [note 15]                                         (20,769 )     (286,189 )     286,189                          
Warrants cancelled [note 15]                                         (7,692 )     (439,408 )     439,408                          
Exercise of options [note 15,16]                             1,446       102,563                   (26,098 )                       76,465  
RSU converted to shares [15,16]                             7,500       31,009                   (31,009 )                        
Comprehensive loss for the period                                                           (616,790 )     415,720       (8,842,461 )     (9,043,531 )
Balance, September 30, 2024     12       151,701                   1,864,154       148,929,236       130,371       1,997,759       31,128,922       (944,291 )     833,061       (166,750,621 )     15,345,767  
                                                                                                         
Balance, December 31, 2024     12       151,701                   2,299,502       150,318,624       210,370       1,997,759       31,072,543       (1,040,306 )     50,795       (172,110,884 )     10,440,232  
Shares issued - convertible debt [note 14,15]                             984,792       8,192,245                                           8,192,245  
Shares to be issued [note 15]                 12       439                                                       439  
Shares for debt [note 15]                             47,785       490,971                                           490,971  
Warrants issued [note 14]                                         346,806                                      
Warrants expired [note 15]                                         (77,191 )     (968,979 )     968,979                          
Exercise of warrants [note 14, 15]                             354,730       9,126,182       (426,806 )                                   9,126,182  
Share-based payments [note 16]                                                     2,137,050                         2,137,050  
Exercise of RSUs [note 15,16]                             92,690       515,625                   (515,625 )                        
Exercise of options [note 15,16]                             37,192       232,444                   (84,358 )                       148,086  
Comprehensive loss for the period                                                           (104,989 )     225,351       (23,148,819 )     (23,028,457 )
Balance, September 30, 2025     12       151,701       12       439       3,816,691       168,876,091       53,179       1,028,780       33,578,589       (1,145,295 )     276,146       (195,259,703 )     7,506,748  

 

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

 

3


 

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

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN CASH FLOWS

For the nine months ended September 30, 2025, and 2024

[unaudited] [expressed in United States dollar]

 

    2025     2024  
    $     $  
Operating activities            
Net loss     (23,253,808 )     (9,459,251 )
Add (deduct) items not affecting cash                
Depreciation and amortization     416,409       377,768  
Interest expense           31,142  
Accretion expense     460,564        
Share-based payments     2,137,050       234,691  
Change in fair value of investments     (152,880 )      
Change in fair value of derivative liabilities     11,911,366       (31,263 )
Loss on issuance of convertible debt     1,490,278        
Unrealized foreign exchange (gain) loss     (865,625 )     414,491  
Unrealized gain on change in fair value of digital assets     (831,372 )      
Realized gain on sale of digital assets     (490,137 )      
(Gain) loss on settlement of debt     (86,113 )     5,156  
Changes in non-cash working capital balances                
Finance receivables     574,274       1,111,841  
Other receivables     296,378       124,560  
Prepaid expenses and deposits     29,742       5,088  
Inventory     39,620        
Deferred income     (1,000,000 )      
Trade and other payables     1,392,840       1,145,060  
Cash (used) in operating activities     (7,931,414 )     (6,040,717 )
                 
Investing activities                
Redemption of investments     1,183,716       738,000  
Purchase of investments     (462,325 )     (3,485,424 )
Purchases of digital assets     (5,131,931 )      
Proceeds from sale of digital assets     2,107,421        
Cash (used in) investing activities     (2,303,119 )     (2,747,424 )
                 
Financing activities                
Proceeds from issuance of shares, net           9,185,152  
Proceeds from shares to be issued     439        
Proceeds from convertible debentures     3,200,677        
Proceeds from exercise of warrants     43,257        
Payment of lease obligation     (64,130 )     (33,825 )
Proceeds from share options exercised     148,086        
Repayment of loans from tax rebate refund     (788,482 )      
Proceeds from loans (RH and Bitgo)     2,144,758        
Cash provided by financing activities     4,684,605       9,151,327  
                 
Net (decrease) increase     (5,549,928 )     363,186  
Cash and cash equivalents, beginning of the period     5,995,872       2,757,040  
Cash and cash equivalents, end of the period     445,944       3,120,226  
                 
Non-cash transactions                
Shares issued for debt     490,971       1,983,728  
Exercise of options - shares issued for services           102,563  
Recognition of right of use asset           78,949  
Exercise of warrants     9,026,594        

 

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

 

4


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 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. (“FSD Strategic Investments”), which represent loans secured by residential property.

 

The Company’s registered office is located at 1 Adelaide Street East, Suite 801. 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”). Celly changed its name to “Unbuzzd Wellness Inc.” (“Unbuzzd”), effective May 23, 2025. The License Agreement provides Unbuzzd access to proprietary information for the purposes of consumer product development and marketing. The License Agreement grants Unbuzzd 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 Unbuzzd rights to certain trademarks. In exchange, Quantum received 200,000,000 Unbuzzd Common Shares (as defined below) 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 Unbuzzd Common Shares deemed outstanding less the 200,000,000 Unbuzzd 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 Unbuzzd. On July 31, 2023, the Company and Unbuzzd 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 Unbuzzd 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 Unbuzzd as of September 30, 2025, and the results of operations and cash flows for the three and nine months ended September 30, 2025. As of September 30, 2025, the Company had a 19.86% (December 31, 2024 – 22.95%) ownership interest in Unbuzzd through Unbuzzd Common Shares.

 

5


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 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
percentage as at
    Ownership
percentage as at
 
        September 30,
2025
    December 31,
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 (“FSD Australia”)   Australia     100.00       100.00  
Unbuzzd Wellness Inc.   Canada     19.86       22.95  
Huge Biopharma Australia Pty Ltd (“Huge Biopharma”)   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 November 6, 2025.

 

6


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

[b] Functional currency and presentation currency

 

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
  Unbuzzd Wellness Inc. Canadian Dollar
  Huge Biopharma Australia Pty Ltd Australian Dollar

 

[c] Use of estimates and judgments

 

The preparation of these consolidated 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 September 30, 2025.

4. Other receivables

 

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

 

    September 30,
2025
    December 31,
2024
 
    $     $  
Sales tax recoverable     78,138       367,480  
Interest receivable     162       156  
Other receivables           7,042  
      78,300       374,678  

 

5. Prepaid expenses and deposits

 

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

 

    September 30,
2025
    December 31,
2024
 
    $     $  
Research and development           26,348  
Insurance     24,699       36,162  
Other prepaids and deposits     14,595       6,526  
      39,294       69,036  

 

7


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 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 September 30, 2025, are as follows:

 

    $  
Balance – December 31, 2024     3,432,340  
Additions     219,093  
Add: Interest income     195,452  
Less: Interest payments     (186,868 )
Less: Principal payments     (901,329 )
Effects of foreign exchange     99,378  
Balance – September 30, 2025     2,858,066  
Current     2,858,066  
Non-current      
Balance – September 30, 2025     2,858,066  

 

Allowances for expected credit losses as at September 30, 2025, were $nil (December 31, 2024 - $nil). Finance receivables earn fees at fixed rates between 7%-8.5% 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 September 30, 2025:

 

    $  
Minimum payments receivable     2,691,301  
Unearned income     166,765  
Net investment     2,858,066  
Allowance for credit losses      
Finance receivables, net     2,858,066  

 

As at September 30, 2025, all loans were classified at amortized cost.

 

8


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

7. Investments

 

The following tables outline changes in investments during the period:

 

            Balance at
December 31,
2024
    Additions     Disposal     Redemptions     Change in fair value through profit or loss     Effects of foreign exchange     Balance at
September 30,
2025
 
Entity   Instrument   Note   $     $     $     $     $     $     $  
A2ZCryptoCap Inc.   Shares   (i)     2,224       -       -       -       5,246       -       7,470  
Royal Bank of Canada   GIC   (ii)     20,850      
-
     
-
             
-
      699       21,549  
Meridian   GIC   (iii)     1,181,499       -       -       (1,181,499 )     -       -       -  
Gamestop   Shares   (iv)     -       48,516       -       -       6,044       -       54,560  
Genius Group Ltd   Shares   (v)     -       49,009       (2,217 )     -       (9,998 )     -       36,794  
JZR Gold   Shares   (vi)     -       214,161       -       -       115,060       -       329,221  
JZR Gold   Warrants   (vi)     -       150,639       -       -       36,528       -       187,167  
              1,204,573       462,325       (2,217 )     (1,181,499 )     152,880       699       636,761  
                                                                 
                                                      Current       636,761  
                                                      Non-current       -  
                                                              636,761  

 

(i) On June 23, 2022, the Company acquired 80,000 shares of A2ZCryptoCap Inc. for C$0.10 per share. As at September 30, 2025, the fair value of the shares was determined based on the quoted market price of the shares of C$0.13 per share (December 31, 2024 – C$0.04).

 

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 September 30, 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 September 30, 2025, the total balance outstanding was $Nil as the remaining GICs were redeemed during the period (December 31, 2024 - C$1,700,000).

 

iv) On July 18, 2025, the Company purchased 2,000 shares of GameStop Corp. (NYSE: GME) for a total amount of $48,516 (C$66,561) for $23.55 per share. As at September 30, 2025, the fair value of the shares was determined based on the quoted market price of $27.28 per share resulting in a gain on change in fair value of $6,044 for the period.

 

v) On July 25, 2025, the Company purchased 40,000 shares of Genius Group Limited (AMEX: GNS) for a total amount of $49,009 (C$67,237) for a weighted average price of $1.20 per share. On July 28, 2025, the Company sold 1,871 shares of Genius Group Limited (AMEX: GNS) for a total amount of $2,217 (C$3,043). As at September 30, 2025, the fair value of the remaining shares, 38,129 shares, was determined based on the quoted market price of $0.97 per share resulting in a loss on change in fair value of $9,998 for the period.

 

vi) On July 22, 2025, the Company acquired 1,666,667 units at a price of C$0.30 per unit of JZR Gold Inc (“JZR”) for $364,800 (C$500,000). Each unit is comprised of one common share in the capital of JZR and one non-transferable common share purchase warrant to acquire one common share at a price of C$0.40 per warrant share.

 

The 1,666,667 common shares had a fair value of C$0.28 per share as at September 30, 2025, resulting in a loss on change in fair value of $115,060 for the period.

 

The 1,666,667 associated warrants, valued at $150,639 on acquisition date using the Black Scholes model, had a fair value of $187,167 as at September 30, 2025, resulting in a gain on change in fair value of $36,528 for the period.

 

9


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

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 September 30, 2025, the Company’s inventory consisted of the following balances:

 

   

As at
September 30,
2025

$

   

As at
December 31,
2024

$

 
Raw materials     55,568       51,973  
Finished goods     22,054       65,269  
Total inventory     77,622       117,242  

 

9. Digital assets

 

(a) The changes in the digital assets balance for the following periods are as follows:

 

    January 1,
2025
Balance
    Additions     Dispositions     Unrealized (loss) gain     September 30,
2025
Balance
 
    $     $     $     $     $  
Bitcoin     356,877       2,541,457       (419,284 )     449,518       2,928,568  
Dogecoin     154,314       200,000       (401,000 )     46,686        
Solana     350,039       1,837,166       (600,000 )     361,946       1,949,151  
ETH           132,093       (47,000 )     (8,678 )     76,415  
XRP           150,000       (150,000 )            
SUI           50,000             3,198       53,198  
LINK           221,215             (21,298 )     199,917  
      861,230       5,131,931       (1,617,284 )     831,372       5,207,249  

 

   

January 1,
2024

Balance

    Unrealized loss    

December 31,
2024,

Balance

 
    $     $     $  
Bitcoin     401,000       (44,123 )     356,877  
Dogecoin     201,000       (46,686 )     154,314  
Solana     401,000       (50,961 )     350,039  
      1,003,000       (141,770 )     861,230  

 

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 an unrealized gain in change in fair value of $636,574 and $831,372 for the three and nine months ended September 30, 2025, respectively (2024 - $nil and $nil, respectively).

 

During the nine months ended September 30, 2025, the Company invested an additional $5,131,931 in digital assets. The Company also sold $1,617,284 in digital assets for total gross proceeds of $2,107,421 and recognized a gain on sale of digital assets of $386,124 and $490,137 for the three end nine months ended September 30, 2025, respectively, (2024 - $nil and $nil, respectively).

 

10


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

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:

 

As at September 30, 2025

 

          Level 2     Level 3  

Digital assets, at fair value

  Level 1
Quoted market price
    Valuation technique - observable market inputs     Valuation technique - unobservable market inputs  
    $     $     $  
Digital coins           5,207,249        

 

As at December 31, 2024

 

          Level 2     Level 3  

Digital assets, at fair value

  Level 1
Quoted market price
    Valuation technique - observable market inputs     Valuation technique - unobservable market inputs  
    $     $     $  
Digital coins           861,230        

 

10. Intangible assets

 

Intangible assets as at September 30, 2025, are as follows:

 

Cost   Lucid  
    $  
As at December 31, 2024, and September 30, 2025     6,314,571  
         
Accumulated amortization      
As at December 31, 2024     1,380,700  
Amortization     314,634  
As at September 30, 2025     1,695,334  
         
Net book value        
As at September 30, 2025     4,619,237  
As at December 31, 2024     4,933,871  

 

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.

 

11


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

11. Trade and other payables

 

Trade and other payables consist of the following as at:

 

    September 30,
2025
    December 31,
2024
 
    $     $  
Trade payables     2,609,475       3,254,838  
Accrued liabilities (i)     1,478,072       1,107,230  
      4,087,547       4,362,068  

 

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

 

    September 30,
2025
    December 31,
2024
 
    $     $  
External research and development fees           55,670  
Operational expenses     122,398       178,307  
Professional and other fees     946,481       464,060  
Accrued interest     409,193       409,193  
      1,478,072       1,107,230  

 

12. Warrants Liability

 

[a] August 2020 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.

 

During the nine months ended September 30, 2025, 21,250 outstanding warrants expired.

 

The fair value of the warrants liability as at September 30, 2025, was $Nil (December 31, 2024 – $2) resulting in a gain on change in fair value of $2 for the nine months ended September 30, 2025 (2024 – $31,263). The fair value was determined using the Black-Scholes option pricing model and the following assumptions as at:

 

    December 31,
2024
 
Share price   $ 3.68  
Exercise price   $ 276.90  
Expected dividend yield     -  
Risk free interest rate     2.91 %
Expected life     0.60  
Expected volatility     134 %

 

12


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 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 determined 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. During the nine months ended September 30, 2025, 80,000 total warrants outstanding were exercised on a cashless basis into 66,315 Class B Subordinate Voting Shares. The fair value of the warrants as of September 30, 2025, was $Nil (December 31, 2024 - $212,000) as there were no warrants outstanding as at period end. The fair value of the warrants on June 25, 2025, the date of exercise, was $1,797,056, resulting in a change in fair value of $1,585,056 for the nine months ended September 30, 2025.

 

The fair values were determined using the Black-Scholes option pricing model and the following assumptions as at:

 

    December 13,
2024
    December 31,
2024
    June 25,
2025
 
Share price (CAD)   $ 5.80     $ 5.20     $ 33.48  
Exercise price (CAD)   $ 7.00     $ 7.00     $ 7.00  
Expected dividend yield     -       -       -  
Risk free interest rate     2.97 %     2.96 %     2.940 %
Expected life     5.00       4.95       4.47  
Expected volatility     104.39 %     104.52 %     118.86 %
Foreign exchange rate     0.70       0.70       0.73  

 

[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 September 30, 2025, was $Nil as there were no warrants outstanding as of period end. During the nine months ended September 30, 2025, 152,577 total warrants outstanding were exercised on a cashless basis into 133,002 Class B Subordinate Voting Shares. The fair value of the warrants on June 25, 2025, the date of exercise, was $3,484,401, resulting in a change in fair value of $3,078,745 for the nine months ended September 30, 2025

 

The fair values were determined using the Black-Scholes option pricing model and the following assumptions as at:

 

    January 20,
2025
    June 25,
2025
 
Share price (CAD)   $ 4.90     $ 33.48  
Exercise price (CAD)   $ 5.25     $ 5.25  
Expected dividend yield     -       -  
Risk free interest rate     2.99 %     2.90 %
Expected life     5.00       4.58  
Expected volatility     106.90 %     118.86 %
Foreign exchange rate     0.70       0.73  

 

13


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 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 September 30, 2025, was $Nil as there were no warrants outstanding as of period end. During the nine months ended September 30, 2025, 10,309 total warrants outstanding were exercised on a cashless basis into 8,986 Class B Subordinate Voting Shares. The fair value of the warrants on June 25, 2025, the date of exercise, was $235,883, resulting in a change in fair value of $197,181 for the nine months ended September 30, 2025.

 

The fair values were determined using the Black-Scholes option pricing model and the following assumptions as at:

 

    March 6,
2025
    June 25,
2025
 
Share price (CAD)   $ 6.44     $ 33.48  
Exercise price (CAD)   $ 5.25     $ 5.25  
Expected dividend yield     -       -  
Risk free interest rate     2.72 %     2.90 %
Expected life     5.00       4.70  
Expected volatility     115.20 %     118.86 %
Foreign exchange rate     0.70       0.73  

 

[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 was $1,218,875 (Note 15). The fair value of the warrants as of September 30, 2025, was $Nil as there were no warrants outstanding as of period end. On June 24, 2025, 8,500 warrants were exercised at a price of $7.00 for total gross proceeds of $43,257 (C$59,500) (Note 15). During the nine months ended September 30, 2025, the remaining 175,420 warrants were exercised on a cashless basis into 137,927 Class B Subordinate Voting Shares (Note 15) on various dates between June 25, 2025, to July 31, 2025. The total fair value of the total warrants on the various dates of exercise was $3,565,586, resulting in a change in fair value of $2,346,711 for the nine months ended September 30, 2025.

 

The fair values were determined using the Black-Scholes option pricing model and the following assumptions as at:

 

    March 28,
2025
    June 25, 2025 –
July 31, 2025
 
Share price (CAD)   $ 11.08     $ 25.89 - $33.48  
Exercise price (CAD)   $ 7.00     $ 7.00  
Expected dividend yield     -       -  
Risk free interest rate     2.61 %     2.90% - 3.01%  
Expected life     5.00       4.67 - 4.77  
Expected volatility     116.80 %     118.79% - 118.86 %
Foreign exchange rate     0.70       0.72 - 0.74  

 

14


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

13. Notes payable

 

As at September 30, 2025, the Company has total notes payable balance of $1,975,305 (December 31, 2024 - $619,029).

RH Capital Finance CO LLC (“RH Capital”)

 

The loans structured with RH Capital allows the two Australian-based subsidiaries of the Company, FSD Australia and Huge Biopharma, to access liquidity as part of the Australian tax rebate scheme structure to finance its research and developments activities in Australia.

 

i) On February 23, 2025, the Company, through its subsidiary Huge Biopharma, issued a note payable of $466,506 (AUD $710,000) to RH Capital, with an interest rate of 17.0% per annum and maturing in June 2025. During the nine months ended September 30, 2025, the Company accrued interest of $27,950 (AUD $42,538) and the total outstanding balance was $494,455 (AUD $752,538).

 

ii) During the year ended December 31, 2024, the Company, through its subsidiary Huge Biopharma, issued a note payable of $328,525 (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 $368,981 (AUD $558,528) as of September 30, 2025 (December 31, 2024 - $318,480).

 

iii) During the nine months ended September 30, 2025, the Company was awarded a tax rebate refund of $1,149,747 (AUD 1,564,069) by the Australian government. The rebate was initially disbursed from the Australian government to RH capital, which applied that amount against the outstanding debt owed by Huge Biopharma of AUD 1,311,067. The remaining balance of AUD 253,002 was subsequently transferred to Huge Biopharma.

 

iv) On May 15, 2025, the Company, through its subsidiary FSD Australia, issued a note payable of $635,496 (AUD $960,000) to RH Capital, with an interest rate of 16.0% per annum and maturing on November 30, 2025. During the nine months ended September 30, 2025, the Company accrued interest of $39,260 (AUD $59,307) and the total outstanding balance was $674,756 (AUD $1,019,307).

 

BitGo

 

On June 4, 2025, the Company obtained a $1,000,000 loan from its primary crypto assets custodian, BitGo Trust Company, Inc., secured by 14.87584 Bitcoin units pledged as collateral. The collateral was valued as at September 30, 2025, at $1,697,009. The pledged Bitcoin collateral of 14.87584 units is subject to trading restrictions while securing the loan facility. However, the Company retains the contractual right to recall the collateral at its sole discretion, upon which the Bitcoin would be immediately released from trading restrictions and available for corporate use. The loan carries an annual interest rate of 9%, payable monthly, and has an open-ended duration, allowing the Company to terminate the loan at its discretion. The collateralization level was set at 150%, with a margin call threshold of 140%, corresponding to a Bitcoin price of approximately $94,000. An origination fee of $5,000 was incurred at the initiation of the transaction.

 

Prismic

 

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

 

15


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

14. Convertible debentures

 

December 2024 Debentures

 

In December 2024, the Company issued a total of 1,000 convertible debenture units of the Company (the “2024 Debenture Units”) at a price of C$1,000 per 2024 Debenture Unit for total gross proceeds of $702,700 (C$1,000,000) (“Tranche 1 and 2”). The December 2024 Debenture Units were issued to an entity, which is owned by a family member of an executive officer of the Company. Each 2024 Debenture Unit consists of (i) one convertible debenture having a face value of C$1,000 (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 in the Company (each, a “Subordinate Voting Share”). The Debentures mature 36 months from the date of issuance (the “December 2024 Debenture 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 (“2024 Denture Holder”) of the December 2024 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 December 2024 Warrant entitles the holder to acquire one a “December 2024 Warrant Share” at a price of C$7.00 per December 2024 Warrant Share, for a period of five years from the date of issuance. If the entire amount owing on the December 2024 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 December 2024 Debenture Maturity Date, which the holder may convert all of any part into Class B Subordinate Voting Shares at the Conversion Price.

 

The Company may redeem the December 2024 Debentures at any time prior to maturity, in whole or in part, upon fifteen days’ notice and payment of certain penalties as applicable. The December 2024 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 December 2024 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 September 30, 2025, was $Nil (December 31, 2024 - $280,000) as the entire amount of the December 2024 Debenture was converted during the period ended September 30, 2025.

 

On May 5, 2025, the December 2024 Holder converted a partial amount of the December 2024 Debenture into an aggregate of 103,534 Class B Subordinate Voting Shares (Note 15). On May 23, 2025, the December 2024 Holder converted the remaining amount of the December 2024 Debenture into an aggregate amount of 105,840 Class B Subordinate Voting Shares (Note 15). Thus, the total amount of Class B Subordinate Voting Shares converted under the December 2024 Debenture was $209,374.

 

The fair value of the conversion feature as at dates of conversion on May 5, 2025, and May 23, 2025, was $1,088,190, and $739,260, respectively. Where the original terms of the December 2024 Debentures permit the December 2024 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.

 

16


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

The fair values were determined using the assumptions below:

 

    December 13,
2024
    December 31,
2024
    May 5,
2025
    May 23,
2025
 
Share price (CAD)   $ 5.85     $ 5.20     $ 11.86     $ 15.89  
Conversion price (CAD)   $ 6.25     $ 6.25     $ 6.25     $ 6.25  
Expected Volatility     98.04 %     100.68 %     109.68 %     111.59 %
Risk free interest rate     2.78 %     2.70 %     2.83 %     2.83 %
Expected life     3.00       2.95       2.64       2.60  
Credit Spread     25 %     25 %     25 %     25 %
Foreign exchange rate     0.7025       0.6952       0.7240       0.7270  

 

As of September 30, 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     7,426  
Balance, date of conversion, May 5, 2025   $ 159,539  
Amount converted     (81,079 )
Balance, May 5, 2025   $ 78,460  
Accretion expense     2,630  
Balance, date of conversion, May 23, 2025   $ 81,090  
Amount converted     (81,090 )
Balance, September 30, 2025   $ -  

 

January 2025 Debentures

 

On January 20, 2025, the Company closed the third tranche of the December 2024 Offering (“Tranche 3”) and issued 1,480 December 2024 Debenture Units for aggregate gross process of $1,032,744 (C$1,480,000). The Tranche 3 December 2024 Debenture Units were issued to an entity, which is owned by a family member of an executive officer of the Company. Tranche 3 was completed under amended terms, including a reduced conversion price of C$4.85 per share, an increased warrant ratio of 103.093 December 2024 Warrants per December 2024 Debenture Unit, and a reduced exercise price of C$5.25 per December 2024 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 $405,656 (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 January 20, 2025, as at the date of issuance was $599,770.

 

On February 7, 2025, the debt holder converted a partial amount of the December 2024 Debenture into an aggregate of 152,577 Class B Subordinate Voting Shares (Note 15). On February 26, 2025, the debt holder converted the remaining amount of the December 2024 Debenture into an aggregate amount of 221,237 Class B Subordinate Voting Shares (Note 15). Thus, the total amount of Class B Subordinate Voting Shares converted under the December 2024 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.

 

17


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

The fair values were determined using the assumptions below:

 

    January 20,
2025
    February 7,
2025
    February 26,
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     25 %     25 %     25 %
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 $210,872 interest penalties for early conversion of the debentures. This amount was transferred to share capital.

 

As of September 30, 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, September 30, 2025   $ -  

 

March 6, 2025 Debentures

 

On March 6, 2025, the Company closed the fourth tranche of the December 2024 Offering (“Tranche 4”) and issued 100 December 2024 Debenture Units for aggregate gross process of $69,890 (C$100,000). Tranche 4 was completed under the same terms as the amended December 2024 Debentures, including a conversion price of C$4.85 per share, an increased warrant ratio of 103.093 December 2024 Warrants per December 2024 Debenture Unit, and an exercise price of C$5.25 per December 2024 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 $38,702 (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 6, 2025, the date of issuance was $30,000.

 

On March 25, 2025, the debt holder converted the December 2024 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.

 

18


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

The fair value was determined using the assumptions below:

 

    March 6,
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     25 %
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.

 

As of September 30, 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 and date of conversion, March 25, 2025   $ 1,188  
Amount converted     (1,188 )
Balance, September 30, 2025   $ -  

 

March 28, 2025 Debentures

 

On March 28, 2025, the Company closed the final tranche of the December 4, 2024 Offering (“Tranche 5”) and issued 2,420 December 2024 Debenture Units for aggregate gross proceeds of $1,683,352 (C$2,420,000). Tranche 5 was completed under amended terms, including an increased conversion price of C$6.60 per share, a reduced warrant ratio of 76 December 2024 Warrants per December 2024 Debenture Unit, and an increased exercise price of C$7.00 per December 2024 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. 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 September 30, 2025.

 

Of the 2,420 December 2024 Debenture Units issued, 330 December 2024 Debenture Units were issued to a related party of the Company, which is an entity controlled by a director of the Company, 330 December 2024 Debenture Units were issued to an entity, which is controlled by a family member of a director of the Company, and 1,060 December 2024 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.

 

During the period ended September 30, 2025, debt holders converted partial amounts of the December 2024 Debentures into Class B Subordinate Voting Shares on various dates. As of September 30, 2025, the entire December 2024 Debenture was converted, and a total of 376,347 Class B Subordinate Voting Shares were issued.

 

19


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

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 of the conversion feature and assumptions used to determine such values, on the date of issuance and conversions are as follows:

 

    March 28,
2025
    April 10,
2025
    April 23,
2025
    May 12,
2025
    May 21,
2025
    June 5,
2025
 
Share price (CAD)   $ 11.08     $ 9.38     $ 9.53     $ 12.77     $ 17.03     $ 18.78  
Conversion price (CAD)   $ 6.60     $ 6.60     $ 6.60     $ 6.60     $ 6.60     $ 6.60  
Expected Volatility     108.64 %     107.93 %     108.27 %     106.62 %     107.09 %     107.90 %
Risk free interest rate     2.61 %     2.81 %     2.84 %     2.80 %     2.97 %     2.86 %
Expected life     3.00       3.00       2.98       2.93       2.9       2.86  
Credit Spread     25 %     25 %     25 %     25 %     25 %     25 %
Foreign exchange rate     0.6952       0.7135       0.7209       0.7144       0.7221       0.7321  
Conversion value   $ 1,954,755     $ 2,029,678     $ 2,001,723     $ 2,612,294     $ 3,404,094     $ 3,740,737  

 

As of September 30, 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   $ -  

 

The Company has a derivative liabilities and convertible debentures balance of $Nil as of September 30, 2025.

 

Convertible Debentures issued by Unbuzzd

 

As of September 30, 2025, the derivative liabilities of $1,835 and convertible debentures of $429,995 remaining on the consolidated interim statements of financial position are related to Unbuzzd.

 

In April 2025, Unbuzzd issued a total of 172 unsecured convertible debenture units of Unbuzzd (each an ‘Unbuzzd Debenture’) at a price of US$1,000 per Unbuzzd Debenture for gross proceeds of $177,416. Each Unbuzzd Debenture includes an interest rate at 8% per annum, accruing annually and is added to the principal of the Unbuzzd Debenture when accrued, payable upon the earlier of April 15, 2027 (the “Unbuzzd Maturity Date”) or date of conversion. If Unbuzzd has not completed a Liquidity Event (defined below) on or before April 15, 2026, an additional 10% per annum (for an aggregate of 18%) will begin to accrue monthly starting April 16, 2026.

 

The Unbuzzd Debenture holder has the right, from time to time and at any time while any portion of the principal amount or any accrued and unpaid interest on the Unbuzzd Debenture is outstanding, to convert all or any portion of the outstanding principal amount and interest into units of Unbuzzd (each, a “Unbuzzd Unit”) at the Unbuzzd Conversion Price (defined below).

 

Each Unbuzzd Unit consists of one (1) common share in the capital of Unbuzzd (each, a “Unbuzzd Common Share”) and (ii) one half of a one (1/2) Unbuzzd Common Share purchase warrant (each whole warrant, a “Unbuzzd Warrant”). Each Unbuzzd Warrant entitles the holder to acquire one additional Unbuzzd Common Share on or before April 15, 2027 for 115% of the Unbuzzd Liquidity Event Price.

 

20


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

The conversion price (“Unbuzzd Conversion Price”) is equal to:

 

i) US$0.15 per Unbuzzd Unit;

 

ii) In the event of an Unbuzzd Qualified Financing, then 0.80 multiplied by the Unbuzzd Qualified Financing Price; or

 

iii) In the event of an Unbuzzd Liquidity Event, then 0.80 multiplied by the Unbuzzd Liquidity Event Price:

 

Following the completion of an Unbuzzd Qualified Financing or immediately prior to an Unbuzzd Liquidity Event, Unbuzzd shall have the option to force a conversion of the principal amount of each Unbuzzd Debenture, and if Unbuzzd elects, the accrued but unpaid Interest, into Unbuzzd Units at the Unbuzzd Conversion Price. Unbuzzd Qualified Financing means the completion of an equity financing by Unbuzzd, including but not limited to a Series A financing, after the date hereof for aggregate gross proceeds of not less than US$2,000,000. Unbuzzd Liquidity Event means a takeover transaction or going public transaction.

 

Tranche 2

 

On July 7, 2025, Unbuzzd issued a total of 50 unsecured convertible debenture units at a price of US$1,000 per Debenture for gross proceeds $50,000 with the same terms as Tranche 1.

 

Tranche 3

 

In August and September 2025, Unbuzzd issued a total of 92.50 unsecured convertible debenture units (each, an ‘Unbuzzd Debenture’) at a price of US$1,000 per Debenture for gross proceeds $92,500 with the same terms as Tranche 1.

 

The convertible debenture was determined to be financial instruments 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 as well as failing the fixed-to-fixed clause for classifying as equity. On initial recognition, the fair value of the embedded derivatives is calculated first, with the residual value being assigned to the host financial liability.

 

Conversion feature

 

The fair value of the conversion feature is determined by using with-and-without method that considers the 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 and the implied credit spread of Unbuzzd. Expected volatility was estimated by using historical volatility of Quantum as Unbuzzd considers it comparable for its own volatility history. The share price of $0.00017 (C$0.00025) was deemed reasonable by management. The fair value of the conversion feature as at April 15, 2025, July 7, 2025, and August/September 2025, the dates of issuances were $nil. The fair value of the conversion feature as at September 30, 2025, was also $nil, resulting in no change in fair value during the period for all tranches. The fair values were determined using the assumptions below:

 

    April 15,
2025
    July 7,
2025
    August/September 2025     September 30,
2025
 
Share price (USD)   $ 0.00017     $ 0.00017     $ 0.00017     $ 0.00017  
Conversion price (USD)   $ 0.15000     $ 0.15000     $ 0.15000     $ 0.15000  
Expected Volatility     119.78 %     132.95 %     141.48 %     142.50 %
Risk free interest rate     2.54 %     2.69 %     2.50 %     2.47 %
Expected life (years)     2.00       1.77       1.77       1.56  
Credit Spread     25 %     25 %     25 %     25 %
Foreign exchange rate     1.39       1.37       1.37       1.39  

 

21


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

Secured debentures

 

On July 25, 2025, Unbuzzd issued a total of 110 secured convertible debenture units (each an “Unbuzzd Secured Debenture”) at a subscription price of US$1,000 per Debenture. Each Debenture Unit consists of (i) a USD$1,111.11 principal amount secured convertible debenture and (ii) such number of common share purchase Unbuzzd Warrants for gross proceeds of $122,222. The Unbuzzd Secured Debentures will mature (the “Unbuzzd Secured Debenture Maturity Date”) on the earlier of (i) July 25, 2026, or (ii) the date that is one month following the closing of a Qualified Financing, as defined below.

 

Each unit consists of one (1) Unbuzzd Common Share and (ii) one Unbuzzd Warrant. Each Unbuzzd Warrant entitles the holder to acquire one additional Unbuzzd Common Share on or before July 25, 2027, for 115% of the Liquidity Event Price.

 

The conversion price (“Unbuzzd Secured Debenture Conversion Price”) is equal to:

 

i) US$0.05 per Unbuzzd Unit;

 

ii) In the event of a Qualified Financing, then 0.80 multiplied by the Qualified Financing Price; or

 

iii) In the event of a Liquidity Event, then 0.80 multiplied by the Liquidity Event Price:

 

Following the completion of a Qualified Financing or immediately prior to a Liquidity Event, Unbuzzd shall have the option to force a conversion of the principal amount of each Unbuzzd Secure Debenture, and if Unbuzzd elects, the accrued but unpaid Interest, into Units at the Conversion Price.

 

Qualified Financing means the completion of an equity financing by Unbuzzd, including but not limited to a Series A financing, after the date hereof for aggregate gross proceeds of not less than US$500,000. Liquidity Event means a takeover transaction or going public transaction.

 

The Unbuzzd Secured Debenture is collateralized by a priority security interest in substantially all assets of Unbuzzd pursuant to the terms of a general security agreement.

 

Conversion feature

 

The fair value of the conversion feature is determined by using with-and-without method that considers the 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 and the implied credit spread of Unbuzzd. Expected volatility was estimated by using historical volatility of Quantum as Unbuzzd considers it comparable for its own trading and volatility history. The share price input of $0.00017 (C$0.00025) was deemed reasonable by management and is supported by third party valuations obtained from external financial advisors. The fair value of the conversion feature as at July 25, 2025, the date of issuance was $Nil. The fair value of the conversion feature as at September 30, 2025, was $1,835. The fair value was determined using the assumptions below:

 

    July 25,
2025
    September 30,
2025
 
Share price (USD)   $ 0.00017     $ 0.00017  
Conversion price (USD)   $ 0.05000     $ 0.05000  
Expected Volatility     168.20 %     183.67 %
Risk free interest rate     2.77 %     2.47 %
Expected life (years)     1.00       1.00  
Credit Spread     25 %     25 %
Foreign exchange rate     1.37       1.39  

 

22


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

As of September 30, 2025, the Company had the following total debentures balance outstanding for the secured and unsecured tranches:

 

    Unsecured     Secured     Total  
Proceeds   $ 292,467     $ 122,222     $ 414,689  
Value of conversion option     -       -       -  
Value of warrants     -       -       -  
Initial recognition of debt   $ 292,467     $ 122,222     $ 414,689  
                         
Accretion expense     14,819       487       15,306  
Balance, September 30, 2025   $ 307,286     $ 122,709     $ 429,995  

 

Warrant liability

 

During the period ended September 30, 2025, Unbuzzd issued warrants attached to its convertible debentures.

 

Unbuzzd determined 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”). Unbuzzd uses the Black-Scholes pricing model to estimate fair value. Expected volatility was estimated by using historical volatility of other companies that the Unbuzzd considers comparable that have trading and volatility history. 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 on dates of issuance for both secured and unsecured convertible debentures issued was $Nil. The fair value of these warrants as of September 30, 2025, was also $Nil.

 

The fair value of the unsecured debenture warrants was determined using the Black-Scholes option pricing model and the following assumptions as at:

 

    April 15,
2025
    July 7,
2025
    August/September 2025     September 30,
2025
 
Share price (USD)   $ 0.0047     $ 0.0047     $ 0.0047     $ 0.0046  
Exercise price (USD)   $ 0.0047     $ 0.0047     $ 0.0047     $ 0.0046  
Expected dividend yield     -       -       -       -  
Risk free interest rate     2.54 %     2.69 %     2.50 %     2.47 %
Expected life (years)     2.00       1.77       1.57       1.54  
Expected volatility     119.78 %     132.95 %     141.83 %     142.50 %
Foreign exchange rate     1.39       1.37       1.37       1.39  

 

The fair value of the secured debenture warrants was determined using the Black-Scholes option pricing model and the following assumptions as at:

 

    July 25,
2025
    September 30,
2025
 
Share price (USD)   $ 0.0047     $ 0.0046  
Exercise price (USD)   $ 0.0047     $ 0.0046  
Expected dividend yield     -       -  
Risk free interest rate     2.77 %     2.47 %
Expected life (years)     2.00       1.82  
Expected volatility     168.20 %     183.67 %
Foreign exchange rate     1.37       1.39  

 

23


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 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, 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 A shares
To be issued
          Class B shares           Warrants        
    #     $     #     $     #     $     #     $  
Balance, December 31, 2023     2       151,622                   605,796       137,626,863       158,832       2,723,356  
Shares issued [a]     10       79                   956,935       9,185,073              
Shares for debt [b]                             292,477       1,983,728              
Warrants expired [note c]                                         (20,769 )     (286,189 )
Exercise of options [d]                             1,446       102,563              
Warrants cancelled [e]                                         (7,692 )     (439,408 )
RSUs converted to shares [f]                             7,500       31,009              
Balance, September 30, 2024     12       151,701                   1,864,154       148,929,236       130,371       1,997,759  
                                                                 
Balance, December 31, 2024     12       151,701                   2,299,502       150,318,624       210,370       1,997,759  
Shares issued - convertible debentures [g]                             984,792       8,192,245              
Exercise of options [h]                             37,192       232,444              
Warrants issued [i]                                         346,806        
Warrants expired [j]                                         (77,191 )     (968,979 )
Exercise of warrants [k]                             354,730       9,126,182       (426,806 )      
Exercise of RSUs [l]                             92,690       515,625              
Shares issued for debt [m]                             47,785       490,971              
Shares to be issued [n]                 12       439                          
Balance, September 30, 2025     12       151,701       12       439       3,816,691       168,876,091       53,179       1,028,780  

 

24


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

Activity during the nine months ended September 30, 2024

 

[a] During the nine months ended September 30, 2024, the Company entered into an at-the-market offering agreement (the “ATM Agreement”) to sell Class B Subordinate Voting Shares, having an aggregate offering price up to $11,154,232. During the nine months ended September 30, 2024, the Company issued 956,935 common shares for gross proceeds of $9,612,409. A cash commission of $288,373 based on 3.0% of the aggregate gross proceeds, plus other trading expenses of $138,963, resulted in total share issuance costs of $427,336. The net proceeds were $9,185,073.

 

During the nine months ended September 30, 2024, the Company issued 10 Class A Multiple Voting Shares of the Company for total gross proceeds of approximately C$108.

 

[b] In March 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 Subordinate Voting Shares at a price of $58.70 per Class B Subordinate Voting Share for total value of $541,800. Included in this amount is 846 Class B Subordinate Voting 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 Subordinate Voting Share 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.

 

In February 2024, the Company issued 605 Class B Subordinate Voting Shares at a deemed price of $55.90 per Class B Subordinate Voting Share to settle an aggregate amount of $33,636 owing to an arm’s length creditor.

 

In June 2024, the Company settled an aggregate of $109,614 (C$150,000) of amounts owing to arm’s length creditors through the issuance of 7,692 Class B Subordinate Voting Shares at a price of $14.30 per Class B Subordinate Voting Share for total value of $109,614. The agreements state that the creditors will accept shares as payment and settlement of debt, provided that upon selling the debt settlement shares, the creditors have received net proceeds from the sale equal to the debt. For any losses, if any, calculated as the total debt minus the net proceeds, shall be added back to the debt amount on a dollar-for-dollar basis by the amount of the loss.

 

In July and August 2024, the Company issued a total of 22,308 Class B Subordinate Voting Shares to settle debts owing to two arm’s length creditors to settle an aggregate of $244,049 at prices ranging from $4.71 to $14.32 per share. As at September 30, 2024, there were amounts remaining in payables for these creditors. There were no gains or losses recognized.

 

In July 2024, the Company issued a total of 2,308 Class B Subordinate Voting Shares to settle debts owing to an arm’s length creditor to settle an aggregate of $33,057 at a price of $14.32 per share. The Company recognized a gain on settlement of $12,321 and there were no amounts remaining payable as at September 30, 2024.

 

In July 2024, the Company issued a total of 2,173 Class B Subordinate Voting Shares to settle debts owing to an arm’s length creditor to settle an aggregate of $24,866 at a price of $11.44 per share. There were no amounts remaining in payables as at September 30, 2024. There were no gains or losses recognized.

 

In September 2024, the Company completed debt settlements in the amount of $997,920 (C$1,350,000) to the Company’s executives through the issuance of 248,160 Class B Subordinate Voting Shares, at a deemed price of $4.02 (C$5.44) per Class B Subordinate Voting Share with a total value of $996,705. The difference was related to foreign exchange translation.

 

25


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

[c] During the nine months ended September 30, 2024, 20,769 warrants expired unexercised.

 

[d] During the nine months ended September 30, 2024, 1,446 share options were exercised with a price of $71.50 (C$97.50) in exchange for 1,446 Class B Subordinate Voting Shares. The shares were issued in exchange for services.

 

[e] On September 6, 2024, the Company cancelled an aggregate of 7,692 warrants with an exercise price of $97.50 to purchase Class B Subordinate Voting Shares, which were previously granted to a board member.

 

[f] On September 6, 2024, the Company granted 7,500 RSUs to an arm’s length party with a price of $4.13 per unit for a total value of $31,009 based on the share price at the date of issuance. The total amount was recognized as share-based compensation expense as the RSUs vested immediately upon issuance and 7,500 Class B Subordinate Voting Shares were issued for the same value.

 

Activity during the nine months ended September 30, 2025:

 

[g] On February 7, 2025, a partial amount of the December 2024 Debentures (Tranche 3) was converted into an aggregate of 152,577 Class B Subordinate Voting Shares (Note 14). On February 26, 2025, the remaining amount was converted into an aggregate of 221,237 Class B Subordinate Voting Shares (Note 14). Thus, the total number of Class B Subordinate Voting Shares issued upon conversion of the December 2024 Debentures (Tranche 3) was 373,814 with a total value of $2,372,839 transferred to share capital.

 

On March 25, 2025, the full amount of the March 6, 2025 Debenture (Tranche 4) of $100,000 was converted into an aggregate of 25,257 Class B Subordinate Voting Shares with a value of $31,188 (Note 14).

 

On May 5, 2025, a partial amount of the December 2024 Debentures (Tranches 1 and 2) was converted into an aggregate of 103,534 Class B Subordinate Voting Shares (Note 14). On May 23, 2025, the remaining amount was converted into an aggregate of 105,840 Class B Subordinate Voting Shares (Note 14). Thus, the total number of Class B Subordinate Voting Shares issued upon conversion of the entire December 2024 Debentures was 209,374 with a total value of $1,603,513 transferred to share capital.

 

During the nine months ended September 30, 2025, the full amount of the March 28, 2025 Debenture (Tranche 5) was converted into an aggregate of 376,347 Class B Subordinate Voting Shares on various dates (Note 14), with a total value of $4,184,705 transferred to share capital.

 

[h] During the nine months ended September 30, 2025, the Company issued an aggregate of 37,192 Class B Subordinate Voting Shares upon the exercise of 37,192 share options with exercise price ranging from C$5.25 to C$6.60 for total gross proceeds of $148,086. Total amount of $232,444 was transferred to share capital. The market prices on the dates of option exercise ranged between C$18 to C$38 per Class B Subordinate Voting Share.

 

[i] During the nine months ended September 30, 2025, 152,577 warrants of the Company were issued as part of the issuance of December 2024 Debentures (Tranche 3) (Note 14).

 

During the nine months ended September 30, 2025, 10,309 warrants of the Company were issued as part of the issuance of March 6, 2025 Debentures (Tranche 4) (Note 14).

 

During the nine months ended September 30, 2025, 183,920 warrants of the Company were issued as part of the issuance of March 28, 2025 (Tranche 5) (Note 14).

 

26


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

[j] During the nine months ended September 30, 2025, 77,191 warrants expired unexercised.

 

[k] During the nine months ended September 30, 2025, 8,500 warrants were exercised into 8,500 Class B Subordinate Voting Shares for cash proceeds of $43,257. Total amount transferred to share capital is $99,588, which includes the reversal of warrant liability of $56,331. The warrants were issued as part of the issuance of March 28, 2025 Debentures (Note 12). A total of 418,306 warrants issued in connection with the convertible debentures for Tranches 1 to 5 were exercised on a cashless basis into 346,230 Class B Subordinate Voting Shares.

 

[l] During the nine months ended September 30, 2025, 32,690 RSUs were exercised into 32,690 Class B Subordinate Voting Shares. Total of $137,625 was transferred to share capital.

 

During the nine months ended September 30, 2025, 60,000 RSUs were exercised with a price of $6.30 in exchange for 60,000 Class B Subordinate Voting Shares. Total of $378,000 was transferred to share capital.

 

[m] During the nine months ended September 30, 2025, the Company settled an aggregate of $490,971 of amounts owing to various arm’s length creditors through the issuance of 47,785 Class B Subordinate Voting Shares at prices ranging between $7.21 to $29.99 per Class B Subordinate Voting Share. The Company incurred a net gain on settlement of debt of $86,113 for the nine months ended September 30, 2025. This net gain resulted from a significant gain on the settlement of one debt obligation, which fully offset losses recognized on other debt settlements during the period.

 

[n] During the nine months ended September 30, 2025, the Company received total proceeds of $439 (C$600) for 12 Class A Multiple Voting Shares at a price of C$50 per share, which are set to be issued subsequent to period end and classified as shares to be issued as at September 30, 2025.

 

The changes in the number of warrants outstanding during the nine months ended September 30, 2025, and 2024:

 

    Number of warrants     Weighted average exercise price  
    #     C$  
Outstanding as at December 31, 2024     210,370       250.33  
                 
Issued     346,806       6.18  
Expired     (77,191 )     441.33  
Exercised     (426,806 )     6.33  
Outstanding as at September 30, 2025     53,179       236.17  

 

    Number of warrants     Weighted average exercise price  
    #     C$  
             
Outstanding as at December 31, 2023     158,831       328.30  
Cancelled     (7,692 )     97.50  
Expired     (20,769 )     232.19  
Outstanding as at September 30, 2024     130,370       250.33  

 

27


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

Measurement of fair values

 

During the nine months ended September 30, 2025, a total of 346,806 warrants of the Company were issued in connection with the issuance of the December 2024 Debentures, March 6, 2025 Debentures, and March 28, 2025 Debentures (Note 14). These warrants are classified as derivative liabilities (Note 12 b-e). As of September 30, 2025, the total amount of warrants of 426,806 issued in connection with all tranches of the convertible debentures were fully exercised. As of September 30, 2025, there were no warrants outstanding classified as derivative liabilities.

 

There were no warrants issued during the nine months ended September 30, 2025, and 2024, under equity.

 

The following table is a summary of the Company’s warrants outstanding as at September 30, 2025:

 

        Exercise price     Number outstanding  
Expiry Date       C$     #  
October 20, 2025   (i)     198.89       53,147  
January 16, 2026         1,737.65       26  
January 20, 2026         1,737.65       6  
          199.83       53,179  

 

(i) Warrants were issued in US$

 

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 Class B Subordinate Voting Share 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 nine months ended September 30, 2025, the Company granted a total of 155,692 (2024 – 54,308) share options.

 

During the nine months ended September 30, 2025, an aggregate of nil (2024 – 904) share options expired.

 

During the nine months ended September 30, 2025, an aggregate of 37,192 (2024 – 1,446) share options were exercised for total gross proceeds of $148,086. The total contributed surplus of $84,358 was transferred share capital.

 

During the nine months ended September 30, 2024, the Company cancelled an aggregate of 47,358 options, which were previously granted to board members, advisory board members, employees, advisors and consultants of the Company.

 

28


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

The changes in the number of share options outstanding during the periods ended September 30, 2025, and 2024 are as follows:

 

    Number of options     Weighted average exercise price  
    #     C$  
Outstanding as at December 31, 2024     42,456       6.97  
Granted     155,692       18.60  
Exercised     (37,192 )     5.53  
Outstanding as at September 30, 2025     160,956       18.87  
Exercisable as at September 30, 2025     160,956       18.87  

 

    Number of options     Weighted average exercise price  
    #     C$  
Outstanding as at December 31, 2023     37,856       101.59  
Granted     54,308       26.24  
Exercised     (1,446 )     97.50  
Cancelled     (47,358 )     95.84  
Expired     (904 )     352.83  
Outstanding as at September 30, 2024     42,456       6.97  
Exercisable as at September 30, 2024     34,123       7.30  

 

Measurement of fair values

 

The fair value of share options granted during the nine months ended September 30, 2025, and 2024, were estimated at the date of grant using the Black-Scholes option pricing model with the following inputs:

 

      2025       2024  
Grant date share price      C$6.64-C$22.75        C$2.84 - C$72.15  
Exercise price     C$6.60-C$24.50       C$5.25 - C$97.50  
Expected dividend yield    
     
 
Risk free interest rate     2.60% - 2.77 %     2.91% - 4.20 %
Expected life      2-5 years        2 years  
Expected volatility     119 - 136 %     66% - 103 %

 

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.

 

29


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

The following table is a summary of the Company’s share options outstanding as at September 30, 2025:

 

Exercise price     Number outstanding     Weighted average remaining contractual life [years]     Exercise price     Number exercisable  
C$     #     #     C$     #  
  154.39       228       0.41       154.39       228  
  156.55       228       0.48       156.55       228  
  5.60       12,500       0.93       5.60       12,500  
  9.90       50,000       1.48       9.90       50,000  
  24.50       98,000       4.99       24.50       98,000  
  18.87       160,956       3.57       18.87       160,956  

 

[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 convert into one Class B Subordinate Voting Share at $nil exercise price. The Company’s PSU Plan and RSU Plan provides that the number of Class B Subordinate Voting Shares reserved for issuance may not exceed 10% of the aggregate number of Class B Subordinate Voting Shares that are outstanding unless the Board has increased such limit by a Board resolution.

 

PSUs

 

There were no PSUs issued during the nine months ended September 30, 2025, and 2024. As at September 30, 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 transactions. 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 nine months ended September 30, 2025, the Company recognized $88,568 (2024 - $nil) as share-based compensation expense and contributed surplus. On April 3, 2025, the total amount of 32,690 RSUs were exercised and converted into 32,690 Class B Subordinate Voting Shares.

 

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 Class B Subordinate Voting 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.

 

30


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

On April 15, 2025, the Company granted 60,000 RSUs at a price of $6.30 per unit for a total value of $378,000, which was recognized as share-based compensation expense. The RSUs vested immediately upon issuance and were exercised and converted into 60,000 Class B Subordinate Voting Shares for the same value during the nine months ended September 30, 2025.

 

On August 15, 2025, the Company granted a total of 1,600 RSUs to two individuals for 800 RSUs each, with the following vesting conditions:

 

First Vesting Tranche of 500 RSUs: i. The filing of an investigational new drug (“IND”) application with the U.S. FDA, or an equivalent regulatory filing in another country for the start of a clinical trial for Lucid-MS. This condition must be met within one year of the date of this resolution. If not achieved within one year, no RSUs vest under this tranche.

 

Second Vesting Tranche of 300 RSUs: i. Receipt of a no-objection letter or an equivalent regulatory approval from the U.S. FDA or other regulatory institution permitting the commencement of the clinical trial associated with the IND filing in the First Vesting Tranche.

 

During the nine months ended September 30, 2025, the Company recognized $4,527 as share-based compensation expense related to the portion vested using a price of $22.45 on the date of issuance.

 

On September 26, 2025, the Company granted 96,000 RSUs at a price of $16.32 per unit with a maturity of March 31, 2026. The Company recognized a value of $33,693 as share-based compensation expense related to the vested portion during the nine months ended September 30, 2025.

 

The change in the number of RSUs during the nine months ended September 30, 2025, and 2024, is as follows:

 

    Number of RSUs  
    #  
Outstanding as at December 31, 2024     32,690  
Granted     157,600  
Converted to common shares     (92,690 )
Outstanding as at September 30, 2025     97,600  

 

    Number of RSUs  
    #  
Outstanding as at December 31, 2023      
Granted     41,036  
Converted to common shares     (8,346 )
Outstanding as at September 30, 2024     32,690  

 

The Company recognized share-based compensation as follows for the three and nine months ended September 30, 2025, and 2024:

 

    For the three months ended September 30,     For the nine months ended September 30,  
    2025     2024     2025     2024  
    $     $     $     $  
Share options (i)     957,974       31,547       1,632,261       200,814  
RSUs     38,220       33,877       504,789       33,877  
      996,194       65,424       2,137,050       234,691  

 

(i) Includes $36,875 share-based compensation from Unbuzzd for the nine months ended September 30, 2025.

 

31


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

17. Non-controlling interests

 

Through the License Agreement, Quantum acquired 34.66% of Unbuzzd on July 31, 2023. As of September 30, 2025, the Company has a 19.86% (December 31, 2024 – 22.95%) ownership interest in Unbuzzd through Unbuzzd Common Shares. The non-controlling interest represents the Unbuzzd Common Shares not attributable to the Company.

 

Reconciliation of non-controlling interest is as follows:

 

    $  
 Balance, December 31, 2024     (1,040,306 )
 Net loss for the period     (104,989 )
 Balance, September 30, 2025     (1,145,295 )

 

The condensed consolidated interim financial statements incorporate the assets and liabilities of Unbuzzd as of September 30, 2025.

 

18. Loss per share

 

Net loss per Class B Subordinate Voting Share represents net loss attributable to common shareholders divided by the weighted average number of Class B Subordinate Voting 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 nine months ended September 30, 2025, and 2024:

 

    September 30,
2025
    September 30,
2024
 
    #     #  
Warrants     53,179       130,370  
Share Options     160,956       42,456  
RSUs     97,600       32,690  
      311,735       205,516  

 

19. General and administrative

 

Components of general and administrative expenses for the three and nine months ended September 30, 2025, and 2024 were as follows:

 

    For the three months ended
September 30,
    For the nine months ended
September 30,
 
    2025     2024     2025     2024  
    $     $     $     $  
Professional fees     735,946       618,906       2,694,238       2,435,706  
Investor relations     546,058       543,327       1,686,685       1,376,543  
Salaries, wages and benefits     1,180,735       1,409,817       1,994,965       2,225,956  
Consulting fees     156,378       281,326       436,877       704,779  
Office and general administrative     402,325       288,702       898,614       638,731  
Foreign exchange loss (gain)     19,932       107,952       (28,619 )     97,810  
      3,041,374       3,250,030       7,682,760       7,479,525  

 

32


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 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 September 30, 2025, and December 31, 2024, on a segmented basis:

 

    As at September 30, 2025  
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Current assets     6,485,170       2,858,066       9,343,236  
Non-current assets     4,809,992             4,809,992  
Current liabilities     6,646,480             6,646,480  
Non-current liabilities                  

 

    As at December 31, 2024  
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Current assets     8,620,407       3,432,340       12,052,747  
Non-current assets     5,066,477             5,066,477  
Current liabilities     6,678,992             6,678,992  
Non-current liabilities                  

 

33


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

The following tables summarize the Company’s interest income, total operating expenses, and net loss for the three and nine months ended September 30, 2025, and 2024 on a segmented basis:

  

    For the nine months ended September 30, 2025  
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Interest expense (income)     (69,438 )     (188,931 )     (258,369 )
Total operating expenses     12,928,428       561       12,928,989  
Net (loss) income     (23,442,178 )     188,370       (23,253,808 )

 

    For the three months ended September 30, 2025  
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Interest expense (income)     (44,710 )     (55,710 )     (100,420 )
Total operating expenses     4,678,014       113       4,678,127  
Net (loss) income     (4,803,197 )     55,597       (4,747,600 )

 

    For the nine months ended September 30, 2024  
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Interest expense (income)     (1,998 )     (438,818 )     (440,816 )
Total operating expenses     9,894,725       307       9,895,032  
Net (loss) income     (9,897,762 )     438,511       (9,459,251 )

 

    For the three months ended September 30, 2024  
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Interest expense (income)     (14,107 )     (149,761 )     (163,868 )
Total operating expenses     4,181,008       62       4,181,070  
Net (loss) income     (4,165,026 )     149,699       (4,015,327 )

 

34


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

21. Commitments and contingencies

 

Commitments

 

Lucid-MS Agreement

 

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

 

Legal Matters

 

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 estimated 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.

 

GBB Drink Lab, Inc. (“GBB”)

 

On May 12, 2023, the Company announced receipt of a lawsuit filed in United States District Court for the Southern District of Florida 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.

 

On June 23, 2023, the Company filed a motion to dismiss GBB’s Amended Complaint, which the Court denied on January 8, 2024. 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.

 

Discovery ended in July 2025. On July 21, 2025, the parties filed various pre-trial motions. These motions included the Company’s motion for summary judgment, which seeks judgment in the Company’s favor on all GBB’s claims. Likewise, GBB filed a motion for summary judgment on its breach of contract claim and Romano filed a motion for summary judgment seeking to have all claims against him dismissed.  If summary judgment motions do not resolve the case, it is expected to proceed to trial in November 2025.

 

On October 9, 2025, the U.S. District Court for the Southern District of Florida issued an order granting Givens Pursley LLP’s motion to appear as counsel, thereby officially appointing them as the Company’s counsel and relieving Blank Rome LLP of its duties and officially reset the trial to commence in January 2026.

 

35


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

Raza Bokhari

 

On May 21, 2025, the Company entered into a comprehensive settlement agreement with Dr. Raza Bokhari, its former CEO, resolving all outstanding litigation in Canada and the U.S. This concludes disputes originating from Dr. Bokhari’s 2021 termination and subsequent legal actions, including:

 

A wrongful dismissal arbitration (initially claiming $30.2 million), dismissed in 2022 with costs awarded to the Company.

 

Multiple court proceedings related to share cancellations, indemnification claims, and U.S. enforcement of arbitration awards.

 

The Company received a one-time payment of $2,350,000, recorded as other income during the period ended September 30, 2025. All outstanding cost awards and claims were mutually waived.

 

This settlement eliminated all future legal uncertainties and associated costs, which confirmed a $2.35 million payment from Dr. Bokhari to fully resolve all outstanding claims in Canada and the United States.

 

Deferred Income

 

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 relating to either:

 

Alleged market manipulation involving FSD Pharma Inc., Quantum BioPharma Ltd., or any other related entity; or

 

Matters involving Dr. Raza Bokhari.

 

The financing provided under the Purchase Agreement is non-recourse, which stipulates that the Company is not obligated to repay the $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 $1,000,000, which has been recorded as deferred income as at December 31, 2024.

 

During the nine months ended September 30, 2025, the Company received $2,350,000 in litigation proceeds as part of a settlement related to the Raza Bokhari Claims. In accordance with the agreement with the Buyer, the Company paid $1,420,000 to the Buyer, representing the full repayment of the principal and the additional return calculated under the Purchase Agreement. The $1,000,000 initially recorded as deferred income was recognized as other income during the nine months ended September 30, 2025. The remaining settlement proceeds of $930,000 were also recognized as other income.

 

36


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

Lawsuit against 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. On May 1, 2025, the Company filed an amended complaint, in response to the Motion to Dismiss filed by the banks on January 31, 2025.

 

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.

 

The defendants filed a joint motion to dismiss the case, which the Company opposed on July 31, 2025. The Company argues that the complaint sufficiently alleges market manipulation and fraud and continues to seek damages exceeding $700 million.

 

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:

 

Key management personnel

 

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

 

Key management personnel are those individuals who have 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:

 

a) Director’s compensation for the three and nine months ended September 30, 2025, is $21,733 and $82,096, respectively (2024 – $31,294 and $131,010, respectively).

 

b) During nine months ended September 30, 2025, the Company granted 120,692 options to officers and employees of the Company, each with exercise prices ranging from C$6.60 to C$24.50 and expiring 2-5 years from the date of issuance.

 

c) 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 nine months ended September 30, 2025, the CEO made a payment of C$800,000 towards the loan, thereby settling the total debt outstanding owed to FSD Strategic Investments.

 

d) During the nine months ended September 30, 2025, the Company accrued management bonuses of $645,570.

 

37


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

Key management personnel compensation during the three and nine months ended September 30, 2025, and 2024, is comprised of:

 

    For the three months ended September 30,     For the nine months ended September 30,  
    2025     2024     2025     2024  
    $     $     $     $  
Salaries, benefits, bonuses and consulting fees     852,935       1,217,268       1,277,708       1,693,796  
Share-based payments     869,908       21,530       2,186,391       2,366,146  
      1,722,843       1,238,798       3,464,099       4,059,942  

 

As at September 30, 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 September 30, 2025, the Company’s share capital was $169,027,792 (December 31, 2024 – $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 September 30, 2025, and 2024.

 

24. Financial Instruments and Risk Management

 

Credit risk

 

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.

 

38


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

Liquidity risk

 

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.

 

Market risk

 

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 currency risk

 

Foreign currency risk arises with 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 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 September 30, 2025

 

Other 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 September 30, 2025.

 

Fair values

 

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 and convertible debentures 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.

 

39


 

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

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and nine months ended September 30, 2025, and 2024

 

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 1 – Unadjusted quoted prices as at the measurement date for identical assets or liabilities in active markets.

 

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 – Significant unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs 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 period ended September 30, 2025, there were no transfers of amounts between levels.

 

25. Subsequent Events

 

On October 16, 2025, the note payable to RH Capital referenced in Note 13(iv) was fully settled. The settlement was funded by a tax rebate of $888,486 (AUD 1,364,385) awarded to FSD Australia by the Australian government. The funds were applied to extinguish the outstanding balance of the note, which was recorded at $674,756 as at September 30, 2025. This resulted in net proceeds of $242,000 (AUD 339,000).

 

On October 20, 2025, 53,147 warrants expired unexercised, with a strike price of $276.90.

 

On October 31, 2025, the Company filed a prospectus supplement to its effective shelf registration statement, pursuant to which it may from time to time offer and sell up to $21,225,000 of its Class B Subordinate Voting Shares through an at-the-market offering program.

 

 

40

 

 

 

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EX-99.2 3 qntmex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

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

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

 

As used 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”, “Quantum BioPharma”, “we”, “us” or “our” refer to Quantum BioPharma Ltd., together with our subsidiaries, on a consolidated basis as constituted on September 30, 2025.

 

This MD&A for the three and nine months ended September 30, 2025, and 2024 should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and the accompanying notes for the three and nine months ended September 30, 2025 (the “financial statements”). The financial information presented in this MD&A is derived from the financial statements which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. All amounts are in United States dollars except where otherwise indicated.

 

This MD&A is dated as of November 6, 2025.

 

About Quantum BioPharma Ltd.

 

Quantum BioPharma Ltd. (formerly, FSD Pharma Inc.) 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 that has been shown to prevent and reverse myelin degradation, the underlying mechanism of multiple sclerosis, in preclinical models.

 

The Company has also licensed Unbuzzd, a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function (Unbuzzd Wellness “IP License Agreement”) for the purposes of quickly relieving individuals from the effects of alcohol consumption, to Unbuzzd Wellness, Inc., formerly known as Celly Nutrition Corp., and its U.S. affiliate. The Company is entitled to a royalty on the revenue generated by Unbuzzd Wellness and its affiliates from sales of products created using the technology rights granted under the IP License Agreement. Furthermore, the Company is also focused on the research and development of novel formulations for the treatment of alcohol misuse, with applications 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 Inc. (“FSD Strategic Investments”), which is focused on generating returns and cash flow 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 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.

 

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. For more information, please refer to the section titled “Outstanding Share Data”.

 

The Company’s registered office is located at 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9, and its telephone number is +1-833-571-1811.

 

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FORWARD-LOOKING INFORMATION

 

This MD&A contains forward-looking statements within the meaning of applicable securities laws. These statements, which are not historical facts, often include terms such as “plans,” “expects,” “estimates,” “intends,” or similar language and refer to future events, business prospects, or results. Forward-looking statements are based on assumptions made as of the date of this MD&A, and actual outcomes may differ significantly due to risks and uncertainties. The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding the future of the Company, and are based on certain assumptions that the Company has made in respect thereof as of the date of this MD&A. The Company 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. Key risks affecting these statements include uncertainties in the development and commercialization of our pharmaceutical products (such as Lucid-MS and PEA), reliance on Unbuzzd Wellness, our licensing partner to commercialize Unbuzzd, unpredictable clinical trial results, regulatory uncertainties, volatility in our crypto-asset holdings, challenges in securing adequate capital, 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 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 Lucid; the introduction of competing drugs that are safer, more effective or less expensive than, or otherwise superior to, the Company’s drug product candidates; the potential inability to obtain or maintain intellectual property protection for the drug product candidates; and competition from better-funded companies and other risks described in our Annual Report on Form 20-F for our fiscal year ended December 31, 2024, filed with the SEC on March 28, 2025, as amended (“Annual Report on Form 20-F”).

 

This list of risk factors contained herein and in our Annual Report on Form 20-F should not be construed as exhaustive. Readers are cautioned that events or circumstances are not guarantees of performance and 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. Additional information relating to Quantum can be found on 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 Business Corporations Act (Ontario) (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.

 

As at the date of this 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.

 

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2. Business Segments

 

Quantum BioPharma’s operations are organized into two primary business segments: Biopharmaceutical and Strategic 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 a royalty-generating IP License Agreement with Unbuzzd Wellness and its U.S. affiliate.

 

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 at the date of this report, the Company currently has the following subsidiaries:

 

(i) FSD BioSciences Inc. (“FSD Biosciences”), which is wholly owned by the Company and incorporated under the laws of the State of Delaware;

 

(ii) Prismic Pharmaceuticals Inc. (“Prismic”), which is wholly owned by the Company and incorporated under the laws of the State of Arizona;

 

(iii) FV Pharma Inc. (“FV Pharma”), which is wholly owned by the Company and incorporated under the OBCA;

 

(iv) Lucid Psycheceuticals Inc., which is wholly owned by the Company and incorporated under the OBCA;

 

(v) FSD Strategic Investments Inc., which is wholly owned by the Company and incorporated under the OBCA;

 

(vi) FSD Pharma Australia Pty Ltd. (“FSD Australia”), which is wholly owned by the Company and incorporated under the laws of Australia;

 

(vii) Unbuzzd Wellness Inc., formerly Celly Nutrition Corp (“Unbuzzd Wellness’), an entity controlled by the Company and incorporated under the British Columbia Business Corporations Act. Celly Nutritio Corp. changed its name to “Unbuzzd Wellness Inc.”, effective May 23, 2025.

 

(viii) Huge Biopharma Australia Pty Ltd (“Huge Biopharma”), which is wholly owned by the Company and incorporated under the laws of Australia.

 

IMPORTANT EVENTS IN THE DEVELOPMENT OF THE COMPANY’S BUSINESS IN FISCAL YEAR 2024 TO THE DATE OF THIS MD&A REPORT.

 

January 4, 2024: the Company’s 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 qualifies the offer, and sale, from time to time of Class B Subordinate Voting Shares 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 the earlier of 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 dismissed the Company’s request for a motion to dismiss the complaint filed against it by GBB Drink Lab, Inc. (“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.

 

3


 

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 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 of the Class B Subordinate Voting Shares under the ATM U.S. Prospectus will and have been made in transactions that are deemed to be “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, (the “Securities Act”) including sales made directly on or through the Nasdaq. The Class B Subordinate Voting Shares will be distributed at the prevailing market prices at the time of each sale. As a result, prices may vary between purchasers and during the period of distribution. No Class B Subordinate Voting Shares in the ATM Offering will be sold on 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 Subordinate Voting Shares under the ATM Offering, the Company intends to use the net proceeds of the ATM Offering (i) to fund various clinical studies, trials and development programs, (ii) to fund R&D, and (iii) for general corporate purposes and working capital.

 

- From February 16, 2024, through September 30, 2025, the Company sold an aggregate of 1,384,781 Class B Subordinate Voting Shares on a post-consolidation basis, pursuant to the ATM U.S. Prospectus for gross proceeds of approximately US$11,746,730. The Company did not sell any Class B Subordinate Voting Shares on a post-consolidation basis from December 31, 2024, to September 30, 2025.

 

February 19, 2024: Huge Biopharma entered into an agreement with Ingenu CRO Pty Ltd. (“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, through Huge BioPharma, submitted a Clinical Trial Application (“CTA”) or a planned Phase-1b clinical trial to Assess the Safety and Efficacy of unbuzzd™ in Healthy Volunteers in an Induced State of Alcohol Intoxication (“METAL-1 TRIAL”) to a human ethics review committee (“HREC”) in Australia.

 

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 C$1,000,000 million loan that the Company advanced to Unbuzzd Wellness (the “Unbuzzd Loan”) was increased by C$300,000.00, pursuant to the amendment to the Loan Agreement between the Company and Unbuzzd Wellness, dated as of April 3, 2024, with an effective date of March 31 2024. No retroactive interest was to be charged on the increased amount. Thus, the total principal amount of the Unbuzzd Loan equates to C$1,300,000.00 as of September 30, 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.

 

4


 

April 22, 2024: Unbuzzd Wellness announced a strategic partnership with BevSource, a provider of beverage development, production and operations solutions.

 

April 24, 2024: the Company entered into an agreement with Applied Science and Performance Institute (“ASPI”) in Tampa, Florida, to conduct a “A Randomized, Double-Blind, Placebo-Controlled Crossover Study to Assess the Safety and Efficacy of unbuzzd™ in Healthy Volunteers in an Induced State of Alcohol Intoxication (METAL-2 TRIAL”).

 

April 25, 2024: Unbuzzd Wellness announced its partnership with Six+One, a branding, advertising and production agency.

 

May 7, 2024: the Company announced the submission to the HERC in Australia of a trial entitled “A Phase 1, Randomized, Double-Blind, Placebo-Controlled, Multiple Ascending Dose Study to Evaluate the Safety and Pharmacokinetics of Lucid-21-302 in Healthy Adult Participants.”

 

May 16, 2024: Unbuzzd Wellness announced 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 the Institutional Review Board in the United States 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 the HREC in Australia 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 Unbuzzd Wellness IP License Agreement (i) was amended to add the U.S. subsidiary of Unbuzzd Wellness, as a licensee to the Unbuzzd Wellness IP License Agreement, effective as of the August 14, 2024, and granted the U.S. subsidiary of Unbuzzd Wellness exclusive global rights to commercialize the Licensed IP from August 14, 2024, (ii) noted that Unbuzzd Wellness 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 Unbuzzd Wellness P License Agreement to exclude unbuzzd™ any time after the unbuzzd™ trademark assignment date, and (iii) confirmed that Unbuzzd Wellness retained an exclusive global license to commercialize the Licensed IP since July 31, 2023, the effective date of the Unbuzzd Wellness License Agreement. All other terms in the Unbuzzd Wellness 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.

 

5


 

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: Unbuzzd Wellness launched unbuzzd™ Clear Eyed Citrus Powder grab-and-go stick packs on Amazon.com.

 

September 6, 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.

 

6


 

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 – Shareholder Agreement” in the Company’s Annual Report on Form 20-F filed with the SEC on March 28, 2025., as amended.

 

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 pursuant to this agreement.

 

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. As of the date of this report, 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 would use proceeds from the December 2024 Offering for the ongoing development of the Company’s business model and for general working capital purposes.

 

7


 

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 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.

 

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 to non U.S. investors 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 the Company’s Annual Report on Form 20-F, “Item 4B. – Business Overview – (i)unbuzzd™ Retail Product Treatment for Alcohol Misuse” filed with the SEC on March 28, 2025.

 

February 6, 2025: Unbuzzd Wellness 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.

 

8


 

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: Unbuzzd Wellness 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. As of the date of this report, the Company engages with LWM.

 

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 – Unbuzzd Wellness launched 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 – Unbuzzd Wellness 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 the Company 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.

 

9


 

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, to Malone Wealth Ventures, LLC.

 

April 18, 2025: The Company 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.

 

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.

 

May 12, 2025: the Company announced the completion of dosing in 90-day repeated dose oral toxicity for Lucid-MS.

 

May 19, 2025: the Company purchased an additional USD$1,000,000 worth of Bitcoin and expanded its cryptocurrency holdings to a total value of $4,500,000.

 

May 20, 2025: the Company announced an agreement signing with a Global Pharmaceutical Contract Research Organization to prepare an application for Lucid-MS.

 

May 28, 2025: the Company received an ethics committee approval for Phase 2 clinical for the drug product containing ultra-micronized palmitoylethanolamide (PEA) to address the MCAS disease.

 

May 29, 2025: Unbuzzd retained MNP as auditor for its capital raise and changed its name to “Unbuzzd Wellness Inc.” effective May 23, 2025.

 

May 30, 2025: the Company received $2,350,000 from settlement with Dr. Raza Bokhari. This settlement concluded all outstanding issues and prevented any future litigation in various courts in Canada. In accordance with the Sports Coat Prepaid Purchase Agreement, the Company paid $1,420,000 the proceeds received from Dr. Bokhari to Sports Coat, representing the full repayment of the principal and the additional return calculated under the Sports Coat agreement.

 

June 10, 2025: the Company announced that it purchased additional Bitcoin and other cryptocurrencies, and expanded its cryptocurrency portfolio to a total value of $5,000,000.

 

June 13, 2025: the Company announced the intention to declare special dividend consisting of Contingent Value Rights based on proceeds from a future litigation settlement to be issued on a 1:1 basis to holders of the Company’s Class B Subordinate Voting Shares.

 

June 17, 2025: the Company announced a first person with MS scanned in a joint study with Massachusetts General hospital.

 

June 18, 2025: the Company entered into a consulting agreement with Malone Wealth Ventures, LLC (“Malone Wealth”) to be effective as of April 15, 2025 to provide consulting services and general business services related to naked short-selling, corruption in the brokerage community and other corporate issues. The Company issued 30,000 Class B Subordinate Voting Shares on April 24, 2025, for prior services, and 60,000 RSUs, which vested in two 30,000-share tranches on June 12 and June 18, 2025, based on market capitalization targets.

 

June 25, 2025: the Company terminated the consulting agreement with Malone Wealth and his services as a Board Advisor.

 

June 26, 2025: Unbuzzd Wellness announced its intention to complete a $5,000,000 capital raise through Regulation D506(c) offering.

 

June 27, 2025: the Company announced a non-brokered private placement offering to issue twelve Class A Multiple Voting Shares at a price of C$50.00 per Class A Multiple Voting Share for gross proceeds of C$600.00. It is intended that Xorax and Fortius will purchase all the Class A Multiple Voting Shares, and the Company filed a material change report more than 21 days before the expected closing of the private placement.

 

10


 

July 1, 2025: Malone Wealth was rehired as a Board Advisor on July 1, 2025.

 

July 2, 2025: the Company issued 31,035 Class B Subordinate Voting Shares upon the cashless exercise of warrants to one investor attached to convertible debentures purchased pursuant to tranches 4 and 5 of the December 2024 Offering.

 

July 3, 2025: the Company issued 266,096 Class B Subordinate Voting Shares upon the cashless exercise of warrants to one investor attached to convertible debentures purchased pursuant to tranches 1, 2, 3, and 5 of the December 2024 Offering.

 

July 7, 2025: the Company issued 8,344 Class B Subordinate Voting Shares upon the cashless exercise of warrants to one investor attached to convertible debentures purchased pursuant to tranche 5 of the December 2024 Offering.

 

July 8, 2025: the Company issued 8,344 Class B Subordinate Voting Shares upon the cashless exercise of warrants to one investor attached to convertible debentures purchased pursuant to tranche 5 of the December 2024 Offering.

 

July 8, 2025: the Company through its subsidiary, Huge Biopharma Australia Pty Ltd., the submission of its patented candidate breakthrough drug, Lucid-21-302 (Lucid-MS), to the Innovative Licensing and Access Pathway (ILAP) Passport program in the United Kingdom (UK). The ILAP Passport application was submitted for Lucid-21-302 as a new, first-in-class treatment for multiple sclerosis (MS).

 

July 10, 2025: the Company issued (i) 11,699 and (ii) 17,698 Class B Subordinate Voting Shares upon the cashless exercise of warrants to two investors attached to convertible debentures purchased pursuant to tranche 5 of the December 2024 Offering.

 

July 10, 2025: the Company renewed an existing residential mortgage in its portfolio, extending its maturity by one year, with a principal amount of C$925,000.

 

July 22, 2025: the Company announced (i) the purchase of 2,000 shares of GameStop Corp. (NYSE: GME), and (ii) the completion of debt settlements with an arm’s length creditor totaling $40,000, comprising (a) a June 18, 2025 settlement of $30,000 satisfied through the issuance of 1,000 Class B Subordinate Voting Shares at C$41.14 per Class B Subordinate Voting Share, which has been reflected in Quantum’s financial statements for the nine months ended September 30, 2025, and (b) a July 9, 2025 settlement of $10,000 satisfied through the issuance of 680 Class B Subordinate Voting Shares at C$23.85 per Class B Subordinate Voting Share.

 

July 24, 2025: the Company purchased 38,129 shares of Genius Group Limited (AMEX: GNS).

 

July 31, 2025: Further to the Company’s press release dated June 26, 2025, Unbuzzd Wellness launched its $5,000,000 capital raise through Regulation D506(c) offering to fund growth and establish a path to a possible initial public offering.

 

August 1, 2025: the Company issued 3,014 Class B Subordinate Voting Shares upon the cashless exercise of warrants to one investor attached to the convertible debentures purchased pursuant to tranche 5 of the December 2024 Offering.

 

August 4, 2025: the Company announced that it had filed a legal reply in opposition to a joint motion to dismiss from defendants CIBC and RBC, continuing its lawsuit seeking over $700 million USD in damages. The Company alleges that these banks and others engaged in stock price manipulation and “spoofing” of its shares between January 2020 and August 2024, artificially depressing the stock price. The case is being pursued on a contingency basis by the law firms Christian Attar and Freedman Normand Friedland LLP, and the Company has stated it is open to an amicable resolution with the involved banks.

 

August 5, 2025: the Company announced positive results from the Clinical Study Report (CSR) for the Phase 1 Multiple Ascending Dose (MAD) clinical trial of its experimental multiple sclerosis drug, Lucid-MS, which concluded that the drug was safe and well-tolerated with no identified safety concerns in healthy participants, a critical step that allows the company to advance the clinical development and prepare for future efficacy trials in patients.

 

August 8, 2025: the Company announced that Positron Emission Tomography (PET) tracer used in a joint study with Massachusetts General Hospital (MGH) scientists shows the ability to capture differences across lesions in multiple sclerosis (MS) patients, which may prove highly useful for monitoring myelin integrity and demyelination in MS.

 

August 11, 2025: the Company announced through its subsidiary, Huge Biopharma Australia Pty Ltd., that it has signed an agreement with a leading contract development and manufacturing organization (CDMO) to manufacture an oral drug formulation of Lucid-MS. The oral formulation of Lucid-MS will serve as the drug product for the Company’s Phase 2 clinical trial, which will test the efficacy on humans of Lucid-MS as a possible treatment for people to gain back mobility lost with multiple sclerosis (MS). To date numerous animal models over the past decade showed Lucid-MS helped those animals regain their ability to walk.

 

11


 

August 11, 2025: the Company announced that further to its press release dated June 27, 2025, the Company will be seeking shareholder approval of its non-brokered private placement of class A multiple voting shares for aggregate gross proceeds of up to $600 at its upcoming annual general and special meeting being held on September 26, 2025.

 

On August 21, 2025, the Company announced the following corporate updates:

 

1) Debt Settlement

 

On August 12, 2025, the board of directors of the Company authorized the settlement of outstanding debt with one creditor in the amount of $26,812.50 USD by converting the debt into 1,102 Class B Shares (“Creditor Shares”) at a deemed price of $24.33 USD per Class B Share.

 

2) Grant of Restricted Stock Units

 

On August 15, 2025, the Board authorized and approved the grant of restricted share units (each, an “RSU”) pursuant to the Equity Incentive Plan. The Company granted 800 RSUs each to Peter Stys and Jack Antel. The RSUs granted vest in accordance with the following schedule:

 

a. 500 RSUs will vest to each Clinical Advisor when the Company has a filing application with the US FDA or an equivalent regulatory filing in another country for the start of a clinical Phase 2 trial for Lucid MS within 1 year of grant.

 

b. 300 RSUs will vest to each Clinical Advisor when the Company receives a no objection letter or an equivalent regulatory approval from the US FDA or other regulatory institution permitting the start of the clinical trial.

 

3) Statutory Hold Period and Restrictions on Resale

 

The Creditor Shares and RSUs (and any Class B Shares issuable upon their settlement) are subject to a statutory hold period of four months and one day pursuant to the policies of the CSE. The RSUs and Creditor Shares were not registered under the U.S. Securities Act and are not permitted to be offered or sold within the United States absent such registration or an applicable exemption from the registration requirements therein.

 

4) Change to Advisory Board

 

Effective August 15, 2025, the Company terminated the Board Advisor Agreement dated July 1, 2025, with Kevin Malone, and as a result, Mr. Malone ceased serving as an Advisor to the Company’s Board of Directors.

 

September 10, 2025: the Company announced that Kingswood Capital Partners has initiated coverage of Quantum BioPharma with a BUY rating and a discounted cash flow-based US$45 price target, assuming successful Phase 2 and 3 trials of Lucid-MS in the 2026-2028 timeframe, and a commercial launch in 2029. The lead analyst of this report is Karen Sterling, PhD, CFA, Senior Equity Analyst at Kingswood Capital Partners. This coverage is unpaid, and Quantum BioPharma provided no consideration for this report.

 

September 18, 2025: the Company announced that Health Canada has granted a Product License (PN 80144141) for its natural health product, Qlarity. Quantum licensed a similar product, sold as a dietary supplement in the United States under the brand name “unbuzzd” (unbuzzd.com). This Product License from Health Canada permits Quantum to sell Qlarity in Canada. Health Canada’s product license permits the following recommended uses of Qlarity, among others: helps in energy production and metabolism; helps to maintain/support normal electrolyte balance; helps (temporarily) to enhance (physical) energy and motor performance, reduce fatigue, promote endurance, promote mental alertness, and enhance cognitive performance.

 

On September 26, 2025, the Company announced the following corporate updates:

 

1) Grant of Restricted Stock Units

 

The Company’s board of directors authorized and approved the grant of restricted share units (each, an “RSU”) pursuant to the Company’s omnibus equity incentive plan (“Equity Incentive Plan”). The Company granted 32,000 RSUs to each of Zeeshan Saeed, Anthony Durkacz, and Donal Carroll. The RSUs granted vest upon the compilation of data that would enable the drafting of a Phase 2 MS Study.

 

12


 

2) Stock Options Grant

 

In addition, the Company granted 98,000 options (the “Options”) to acquire Class B subordinate voting shares in the capital of the Corporation at C$24.50 per Class B Share, pursuant to the Equity Incentive Plan, to certain directors, officers, employees, and consultants (the “Option Grant”). The Options granted vested immediately and expire on September 24, 2030.

 

3) Statutory Hold Period and Restrictions on Resale

 

The Options and RSUs (and any Class B Shares issuable upon their settlement or exercise) are subject to a statutory hold period of four months and one day, and were not registered under the U.S. Securities Act and are not permitted to be offered or sold within the United States absent such registration or an applicable exemption from the registration requirements therein.

 

4) Related Party Transaction

 

The RSU Grant and the Option Grant, as they relate to the directors of the Company, constitutes a “related party transaction”, as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions (“MI 61-101”) due to the grants to the directors, who are members of the Board, and would require the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of the RSU Grant and the Option Grant, as they relate to the directors of the Company. In its consideration and approval of the RSU Grant and the Option Grant, as they relate to the directors of the Company, the Board determined that the RSU Grant and the Option Grant, as they relate to the directors of the Company, were exempt from the formal valuation and minority approval requirements of MI 61-101. The Company has 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 RSU Grant and the Option Grant, as they relate to the directors of the Company, 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).

 

The Company did not file a material change report more than 21 days before the RSU Grant and the Option Grant, as they relate to the directors of the Company, because the details of the grants to related parties to the Company were not settled until shortly prior to the grants. The Company wished to proceed on an expedited basis for business reasons.

 

October 1, 2025: the Company welcomed Dr. Jack Antel as new clinical advisor to its multiple sclerosis (MS) program centered around Lucid-21-302 (“Lucid-MS”), a patented, new chemical entity investigational drug designed to inhibit demyelination in MS. Dr. Antel will be advising Quantum Biopharma on the clinical development of Lucid-MS including design of efficacy trials of Lucid-MS in people with MS.

 

October 2, 2025: the Company announced it has received two key final reports related to its potential breakthrough drug for Multiple Sclerosis: the 90-day oral toxicity study report and the toxicokinetic study report for Lucid-MS. These studies were commissioned to provide key data to support an Investigational New Drug (IND) application with the US FDA for a phase-2 clinical trial in Multiple Sclerosis.

 

October 3, 2025: the Company announced that its Board of Directors set October 27, 2025, as the record date for distributing special dividend Contingent Value Rights (CVRs) to its Class B shareholders on a one-for-one basis, which would entitle holders to a pro rata portion of 10% to 50% of the net proceeds from the Company’s ongoing litigation seeking over $700 million in damages from CIBC, RBC, and others for alleged stock manipulation, with payment only occurring if and when the Company receives net proceeds from a settlement or final judgment.

 

October 8, 2025: the Company announced a public whistleblower policy offering a cash reward of up to USD $7 million to any individual or entity that provides definitive and verifiable proof of market manipulation in the Company’s stock, with the reward payable only if the information significantly contributes to a trial victory or settlement in its ongoing lawsuit seeking over $700 million in damages from CIBC, RBC, and other financial institutions for alleged spoofing and stock manipulation.

 

October 14, 2025: the Company issued a formal response strongly refuting what it characterized as vague, unsubstantiated, and misleading allegations by The Schall Law Firm and DJS Law Group, which had announced an investigation into potential securities law violations, stating that the claims lacked any factual basis or concrete details and appeared to be an opportunistic attempt to damage the Company’s reputation and provoke shareholder concern.

 

October 20, 2025: the Company announced the expiration at 5pm EST of 53,147 warrants (originally 3,454,543 warrants issued pre-reverse stock split (65 to 1)). All warrants were issued to hedge funds and investment funds as part of a previous financing completed on October 20, 2020.

 

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LEGAL PROCEEDINGS

 

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.

 

GBB Drink Lab Litigation

 

On May 12, 2023, the Company announced receipt of a lawsuit filed in United States District Court for the Southern District of Florida 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.

 

On June 23, 2023, the Company filed a motion to dismiss GBB’s Amended Complaint, which the Court denied on January 8, 2024. 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.

 

Discovery ended in July 2025. On July 21, 2025, the parties filed various pre-trial motions. These motions included the Company’s motion for summary judgment, which seeks judgment in the Company’s favor on all of GBB’s claims. Likewise, GBB filed a motion for summary judgment on its breach of contract claim and Romano filed a motion for summary judgment seeking to have all claims against him dismissed. If summary judgment motions do not resolve the case, it is expected to proceed to trial in November 2025.

 

On October 9, 2025, the U.S. District Court for the Southern District of Florida issued an order granting Givens Pursley LLP’s motion to appear as counsel, thereby officially appointing them as the Company’s counsel and relieving Blank Rome LLP of its duties, and also officially reset the trial to commence in January 2026.

 

Raza Bokhari

 

On May 21, 2025, the Company entered into a comprehensive settlement agreement with Dr. Raza Bokhari, its former CEO, resolving all outstanding litigation in Canada and the U.S. This concludes disputes originating from Dr. Bokhari’s 2021 termination and subsequent legal actions, including:

 

A wrongful dismissal arbitration (initially claiming $30.2 million), dismissed in 2022 with costs awarded to the Company.

 

Multiple court proceedings related to share cancellations, indemnification claims, and U.S. enforcement of arbitration awards.

 

Quantum received a one-time payment of $2,350,000, recorded as other income during the second quarter of 2025. All outstanding cost awards and claims were mutually waived.

 

This settlement eliminated all future legal uncertainties and associated costs as announced in the Company’s May 30, 2025 press release, which confirmed a $2.35 million payment from Dr. Bokhari to fully resolve all outstanding claims in Canada and the United States.

 

Deferred Income

 

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 relating to either:

 

Alleged market manipulation involving FSD Pharma Inc., Quantum BioPharma Ltd., or any other related entity; or

 

Matters involving Dr. Raza Bokhari.

 

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The financing provided under the Purchase Agreement is non-recourse, which stipulates that the Company is not obligated to repay the $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 $1,000,000, which has been recorded as deferred income as at December 31, 2024.

 

During the nine months ended September 30, 2025, the Company received $2,350,000 in litigation proceeds as part of a settlement related to the Raza Bokhari Claims. In accordance with the agreement with the Buyer, the Company paid $1,420,000 to the Buyer, representing the full repayment of the principal and the additional return calculated under the Purchase Agreement. The $1,000,000 initially recorded as deferred income was recognized as other income during the nine months ended September 30, 2025. The remaining settlement proceeds of $930,000 were also recognized as other income.

 

Lawsuit against 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. On May 1, 2025, the Company filed an amended complaint, in response to the Motion to Dismiss filed by the banks on January 31, 2025.

 

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.

 

The defendants filed a joint motion to dismiss the case, which the Company opposed on July 31, 2025. The Company argues that the complaint sufficiently alleges market manipulation and fraud and continues to seek damages exceeding $700 million.

 

Additional Regulatory Matters

 

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

 

Quantum Response 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 Company’s external counsel and Christian Attar (collectively referred to as “Law Firms”) were jointly representing Quantum in the matter concerning possible naked short selling and market manipulation of the Company’s securities.

 

Quantum had first suspected share price manipulation in 2021 when it discovered imbalances between reported shares held by brokers and authorized shares on deposit in both Canadian and U.S. exchanges.

 

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The Board of Directors discussed naked short selling and market manipulation in a meeting on June 29, 2023, and decided to retain Christian Attar.

 

Other than an information package submitted to the OSC on June 23, 2023, Quantum had not been in contact with other regulatory bodies regarding this matter.

 

The investigation was ongoing at the time, with the Law Firms reviewing documents, trading data, and interviewing witnesses.

 

The Company has an Insider Trading and Blackout Period policy, but the disclosure of the possible naked short selling and market manipulation did not trigger a blackout period.

 

The letter emphasized the preliminary nature of the investigation and its ongoing status. It stated that it was premature to identify any parties or individuals who might be implicated in the matter. Furthermore, the Law Firms were unable to provide an accurate timeline for the completion of their investigations at that point.

 

The letter also noted that any decision regarding potential litigation against third parties would depend on the investigation’s findings and could not be determined until the inquiry was concluded.

 

SELECTED FINANCIAL HIGHLIGHTS

 

The following table presents selected financial information for the three and nine months ended September 30, 2025, and 2024:

 

    Three months ended
September 30,
    Nine months ended
September 30,
 
    2025     2024     2025     2024  
    $     $     $     $  
Expenses                        
General and administrative     3,041,374       3,250,030       7,682,760       7,479,525  
External research and development fees     495,223       744,802       2,692,770       1,803,048  
Share-based payments     996,194       65,424       2,137,050       234,691  
Depreciation and amortization     145,336       120,814       416,409       377,768  
Total operating expenses     4,678,127       4,181,070       12,928,989       9,895,032  
Loss from operations     (4,678,127 )     (4,181,070 )     (12,928,989 )     (9,895,032 )
Net loss from operations     (4,747,600 )     (4,015,327 )     (23,253,808 )     (9,459,251 )

 

REVIEW OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024

 

General and administrative

 

General and administrative expenses for the three and nine months ended September 30, 2025, and 2024 are comprised of:

 

    For the three months ended
September 30,
                For the nine months ended
September 30,
             
    2025     2024     Change     Change     2025     2024     Change     Change  
    $     $     $     %     $     $     $     %  
Professional fees     735,946       618,906       117,040       19 %     2,694,238       2,435,706       258,532       11 %
Investor relations     546,058       543,327       2,731       1 %     1,686,685       1,376,543       310,142       23 %
Salaries, wages and benefits     1,180,735       1,409,817       (229,082 )     -16 %     1,994,965       2,225,956       (230,991 )     -10 %
Consulting fees     156,378       281,326       (124,948 )     -44 %     436,877       704,779       (267,902 )     -38 %
Office and general administrative     402,325       288,702       113,623       39 %     898,614       638,731       259,883       41 %
Foreign exchange loss (gain)     19,932       107,952       (88,020 )     -82 %     (28,619 )     97,810       (126,429 )     -129 %
      3,041,374       3,250,030       (208,656 )     -6 %     7,682,760       7,479,525       203,235       3 %

 

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Professional fees

 

Professional fees were $735,946 and $2,694,238 for the three and nine months ended September 30, 2025, compared to $618,906 and $2,435,706, respectively, for the comparative periods in the prior year. This represents an increase of $117,040 or 19% for the three months ended September 30, 2025, and an increase of $258,532 or 11% for the nine months ended September 30, 2025. The Company incurred significant costs in legal fees during the second and third quarters of 2025 primarily related to the outstanding GBB Drink Lab litigation. Ongoing developments in the litigation process are variable quarter to quarter and may not be controlled by the Company.

 

Investor relations

 

Investor relations expenses were $546,058 and $1,686,685 for the three and nine months ended September 30, 2025, compared to $543,327 and $1,376,543, respectively, for the comparative periods in the prior year. This represents an increase of $2,731 or 1% for the three months ended September 30, 2025, and an increase of $310,142 or 23% for the nine months ended September 30, 2025, compared to the equivalent periods in the prior year. The rise reflects heightened media and promotional activities during the year, 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 $1,180,735 and $1,994,965 for the three and nine months ended September 30, 2025, compared to $1,409,817 and $2,225,956, respectively, for the comparative periods in the prior year. This represents a decrease of $229,082 or 16% for the three months ended September 30, 2025, and a decrease of $230,991 or 10% for the nine months ended September 30, 2025, compared to the equivalent periods in the prior year.

 

Consulting fees

 

Consulting fees were $156,378 and $436,877 for the three and nine months ended September 30, 2025, compared to $281,326 and $704,779, respectively, for the comparative periods in the prior year. This represents a decrease of $124,948 or 44% for the three months ended September 30, 2025, and a decrease of $267,902 or 38% for the nine months ended September 30, 2025, compared to the equivalent periods in the prior year. The decrease for the nine-month period was primarily due to the absence of significant costs from hiring subcontractors for the Unbuzzd subsidiary.

 

General office, insurance, and administration expenditures

 

General office, insurance, and administration expenditures for the three and nine months ended September 30, 2025, and 2024 are comprised of the following:

 

    For the three months ended
September 30,
                For the nine months ended
September 30,
             
    2025     2024     Change     Change     2025     2024     Change     Change  
    $     $     $     %     $     $     $     %  
Insurance, shareholders and public company costs     116,277       85,974       30,303       35 %     316,712       264,863       51,849       20 %
Travel, meals and entertainment     91,149       44,161       46,988       106 %     231,778       114,789       116,989       102 %
Office and general administrative     194,899       158,567       36,332       23 %     350,124       259,079       91,045       35 %
Total     402,325       288,702       113,623       39 %     898,614       638,731       259,883       41 %

 

Insurance, shareholders, and public company costs

 

Insurance, shareholders, and public company costs were $116,277 and $316,712 for the three and nine months ended September 30, 2025, compared to $85,974 and $264,863, respectively, for the comparative periods in the prior year. This represents an increase of $30,303 or 35% for the three months ended September 30, 2025, and an increase of $51,849 or 20% for the nine months ended September 30, 2025, compared to the equivalent periods in the prior year. Expenses mainly consisted of ongoing Director insurance premiums, stock exchange listing fees (CSE and NASDAQ), shareholder communication costs, filing fees, and regulatory expenses.

 

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Travel, meals and entertainment

 

Travel, meals and entertainment expenses were $91,149 and $231,778 for the three and nine months ended September 30, 2025, compared to $44,161 and $114,789, respectively, for the comparative periods in the prior year. This represents an increase of $46,988 or 106% for the three months ended September 30, 2025, and an increase of $116,989 or 102% for the nine months ended September 30, 2025, compared to the equivalent periods in the prior year. Travel, meals and entertainment expenses fluctuate from period to period based on the nature of the transactions the Company undertakes.

 

Office and general administrative

 

Office and general administrative expenses were $194,899 and $350,124 for the three and nine months ended September 30, 2025, compared to $158,567 and $259,079, respectively, for the comparative periods in the prior year. This represents an increase of $36,332 or 23% for the three months ended September 30, 2025, and an increase of $91,045 or 34% for the nine months ended September 30, 2025, compared to the equivalent periods in the prior year. The higher costs during the period ended September 30, 2025, was primarily driven by expanded marketing initiatives from Unbuzzd Wellness.

 

Foreign exchange loss

 

Foreign exchange loss was $19,932 and a gain of $28,619 for the three and nine months ended September 30, 2025, compared to a loss of $107,952 and $97,810, respectively, for the comparative periods in the prior year. This represents a decrease of $88,020 or 82% for the three months ended September 30, 2025, and a decrease of $126,429 or 129% for the nine months ended September 30, 2025, compared to the equivalent periods in the prior year. Foreign exchange gains in the first half of 2025 were driven by strong depreciation of the US dollar against the Canadian dollar, benefiting cash holdings denominated in Canadian dollar. The US dollar depreciated against the Canadian dollar during the third quarter of 2025 by approximately 2.18%, therefore eroding a portion of the gains recorded during the second quarter of 2025.

 

External research and development fees

 

External research and development fees were $495,223 and $2,692,770 for the three and nine months ended September 30, 2025, compared to $744,802 and $1,803,048, respectively, for the comparative periods in the prior year. This represents a decrease of $249,579 or 34% for the three months ended September 30, 2025, and an increase of $889,722 or 49% for the nine months ended September 30, 2025, compared to the equivalent periods in the prior year. The Company reinitiated investments in its FSD-201 research initiatives in 2025, in which expenses were incurred in the FSD Australia subsidiary, representing approximately 40% of total cost. The remainder cost of 60% was incurred through Huge Biopharma, for its research initiatives in the MS asset.

 

Share-based payments

 

Share-based payments were $996,194 and $2,137,050 for the three and nine months ended September 30, 2025, respectively, compared to $65,424 and $234,691, for the equivalent periods in 2024. This represents an increase of $930,770 or 1,432% for the three months ended September 30, 2025, and an increase of $1,902,359 or 811% for the nine months ended September 30, 2025. 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 nine months ended September 30, 2025, the Company granted stock options and RSUs, which represented a total expense of $2,100,175. The remainder of the share-based payments expense of $36,875 related to share-based equity compensation of Unbuzzd during the nine months ended September 30, 2025.

 

Depreciation and amortization

 

Depreciation and amortization were $145,336 and $416,409 for the three and nine months ended September 30, 2025, compared to $120,814 and $377,768, respectively, for the comparative periods in the prior year. This represents an increase of $24,522 or 20% for the three months ended September 30, 2025, and an increase $38,641 or 10% for the nine months ended September 30, 2025, compared to the equivalent periods in the prior year. The Company’s intangible asset for Lucid, representing the license agreement with University Health Network, is the primary driver of approximately 80% of depreciation and amortization expense during the nine-month period of 2025.

 

Interest income

 

Interest income was $100,420 and $258,369 for the three and nine months ended September 30, 2025, compared to $163,868 and $440,816, respectively, for the comparative periods in the prior year. This represents a decrease of $63,448 or 39% for the three months ended September 30, 2025, and a decrease of $182,447 or 41% for the nine months ended September 30, 2025, compared to the equivalent periods in the prior year. Interest income primarily consisted of interest earned from the residential property investments through the FSD Strategic Investment entity.

 

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Other income

 

During the nine months ended September 30, 2025, the Company received $2,350,000 in litigation proceeds as part of a settlement related to the Raza Bokhari Claims accordance with the Sports Coat Prepaid Purchase Agreement, the Company paid $1,420,000 to Sports Coat, representing the full repayment of the principal and the additional return calculated under the agreement. The $1,000,000 initially recorded as deferred income was recognized as other income during the period ended September 30, 2025. The remaining settlement proceeds of $930,000 were also recognized as other income.

 

(Gain) loss on settlement of debt

 

During the three and nine months ended September 30, 2025, the Company incurred gains on the settlement of debt of $11,250 and $86,113, respectively, with arm’s-length creditors. This net gain resulted from a significant increase in the settlement of one debt obligation, which fully offset losses recognized on other debt settlements during the nine-month period.

 

During the three and nine months ended September 30, 2024, the Company incurred a gain on settlement of debt of $12,320 and a loss on settlement of debt of $5,156, respectively, related to the shares-for-debt transaction with arm’s-length creditors.

 

The Company incurs gains or losses on the settlement of debts, depending on the price of the shares on the date of debt settlement and the prices stated in the agreements.

 

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.

 

1) December 2024 Debentures

 

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 these warrants on the date of issuance was $212,000. The fair value of these warrants increased to a total amount of $1,797,056 over the first three quarters of 2025, prior to exercise. This increase in fair valuation, driven by share price appreciation, resulted in a non-cash loss on change in fair value of $1,585,056 for the nine months ended September 30, 2025 (2024 - $Nil). All warrants were exercised during the third quarter of 2025. Consequently, the fair value of the warrants was $Nil as of September 30, 2025 (December 31, 2024 - $212,000).

 

The fair value of the conversion feature as at dates of conversion on May 5, 2025 and May 23, 2025, was $1,088,190, and $739,260, respectively, resulting in a total non-cash loss on change in fair value of $1,003,355 for the nine months ended September 30, 2025 (2024 - $Nil). Consequently, the fair value of the conversion feature as at September 30, 2025, was $Nil (December 31, 2024 - $280,000) as the entire amount of the debenture was converted into Class B Subordinate Voting Shares during the second quarter of 2025.

 

2) January 2025 Debentures

 

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 these warrants increased to a total amount of $3,484,401 over the first three quarters of 2025, prior to exercise. This increase in fair valuation, driven by share price appreciation, resulted in a non-cash loss on change in fair value of $3,078,745 for the nine months ended September 30, 2025 (2024 - $Nil). All warrants were subsequently exercised during the third quarter of 2025. Consequently, the fair value of the warrants was $Nil as of September 30, 2025 (December 31, 2024 - $Nil).

 

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 a total non-cash loss on change in fair value of $1,513,174 for the nine months ended September 30, 2025 (2024 - $Nil). Consequently, the fair value of the conversion feature as at September 30, 2025, was $Nil (December 31, 2024 - $Nil) as the entire amount of the debenture was converted into Class B Subordinate Voting Shares during the first and second quarter of 2025.

 

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3) March 6, 2025 Debentures

 

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 these warrants increased to a total amount of $235,883 over the first three quarters of 2025, prior to exercise. This increase in fair valuation, driven by share price appreciation, resulted in a non-cash loss on change in fair value of $197,181 for the nine months ended September 30, 2025 (2024 - $Nil). All warrants were subsequently exercised during the third quarter of 2025. Consequently, the fair value of the warrants was $Nil as of September 30, 2025 (December 31, 2024 - $Nil).

 

4) March 28, 2025 Debentures

 

On March 28, 2025, the Company issued 183,920 warrants pursuant to the convertible debenture with derivative liability components. The fair value of the warrant liability as at date of issuance on March 28, 2025, was $1,218,875. The fair value of these warrants increased to a total amount of $3,565,586 over the first three quarters of 2025, prior to exercise. This increase in fair valuation, driven by share price appreciation, resulted in a non-cash loss on change in fair value of $2,346,711 for the nine months ended September 30, 2025 (2024 - $Nil). All warrants were subsequently exercised during the third quarter of 2025. Consequently, the fair value of the warrants was $Nil as of September 30, 2025 (December 31, 2024 - $Nil).

 

During the period ended September 30, 2025, investors converted partial amounts of into the Company’s Class B Subordinate Voting Shares on various dates throughout the second quarter of 2025, resulting in a total non-cash loss on change in fair value of $2,185,313 for the nine months ended September 30, 2025 (2024 - $Nil). Consequently, the fair value of the conversion feature as at September 30, 2025, was $Nil (December 31, 2024 - $Nil) as the entire amount of the debenture was converted into Class B Subordinate Voting Shares during the second quarter of 2025.

 

Unrealized loss 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. The Company recognized an unrealized gain on change in fair value of $636,574 and $831,372 for the three and nine months ended September 30, 2025, respectively (2024 - $nil and $nil, respectively). These gains were driven by a combination of a recovery in cryptocurrency markets during the second and third quarter of 2025 and a strategic reshuffling of the portfolio, where the removal of underperforming assets improved the overall unrealized gain position.

 

Realized gain from sale of digital assets

 

During the nine months ended September 30, 2025, the Company invested an additional $5,131,931 in digital assets. The Company also sold $1,617,284 in digital assets for total gross proceeds of $2,107,421 and recognized a gain on sale of digital assets of $386,124 and $490,137 for the three end nine months ended September 30, 2025, respectively, (2024 - $nil and $nil, respectively).

 

Loss on issuance of convertible debt

 

They Company incurred a loss on issuance of convertible debt of $1,490,278 for the period ended September 30, 2025, as the fair value of warrants and conversion feature pursuant to the third tranche of the December 2024 debentures issued on January 20, 2025, 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 October 1, 2023, and ended September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 2025. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.

 

    30-Sep-25     30-Jun-25     31-Mar-25     31-Dec-24     30-Sep-24     30-Jun-24     31-Mar-24     31-Dec-23  
    $     $     $     $     $     $     $     $  
Interest income     100,420       90,733       67,216       132,075       163,868       104,424       172,524       153,791  
Net loss for the period     4,747,600       9,766,327       8,739,881       5,456,278       4,015,327       3,352,499       2,091,425       1,651,566  
Net loss per share - basic     1.25       3.23       3.53       2.89       4.37       0.08       0.05       0.04  
Net loss per share - diluted     1.25       3.23       3.53       2.89       4.37       0.08       0.05       0.04  

 

 

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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 September 30, 2025, and December 31, 2024, on a segmented basis:

 

    As at September 30, 2025  
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Current assets     6,485,170       2,858,066       9,343,236  
Non-current assets     4,809,992             4,809,992  
Current liabilities     6,646,480             6,646,480  
Non-current liabilities                  

 

    As at December 31, 2024  
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Current assets     8,620,407       3,432,340       12,052,747  
Non-current assets     5,066,477             5,066,477  
Current liabilities     6,678,992             6,678,992  
Non-current liabilities                  

 

The following tables summarize the Company’s interest income, total operating expenses, and net loss for the three and nine months ended September 30, 2025, and 2024 on a segmented basis:

 

    For the nine months ended September 30, 2025  
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Interest expense (income)     (69,438 )     (188,931 )     (258,369 )
Total operating expenses     12,928,428       561       12,928,989  
Net (loss) income     (23,442,178 )     188,370       (23,253,808 )

 

   

For the three months ended September 30, 2025

 
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Interest expense (income)     (44,710 )     (55,710 )     (100,420 )
Total operating expenses     4,678,014       113       4,678,127  
Net (loss) income     (4,803,197 )     55,597       (4,747,600 )

 

    For the nine months ended September 30, 2024  
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Interest expense (income)     (1,998 )     (438,818 )     (440,816 )
Total operating expenses     9,894,725       307       9,895,032  
Net (loss) income     (9,897,762 )     438,511       (9,459,251 )

 

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    For the three months ended September 30, 2024  
    Biopharmaceutical     Strategic Investments     Total  
    $     $     $  
Interest expense (income)     (14,107 )     (149,761 )     (163,868 )
Total operating expenses     4,181,008       62       4,181,070  
Net (loss) income     (4,165,026 )     149,699       (4,015,327 )

 

FINANCIAL POSITION

 

As at   September 30,     December 31,              
    2025     2024              
    $     $     Change $     Change %  
ASSETS                        
Current assets                        
Cash and cash equivalents     445,944       5,995,872       (5,549,928 )     -93 %
Other receivables     78,300       374,678       (296,378 )     -79 %
Prepaid expenses and deposits     39,294       69,036       (29,742 )     -43 %
Finance receivables, net     2,858,066       3,432,340       (574,274 )     -17 %
Investments     636,761       1,202,349       (565,588 )     -47 %
Inventory     77,622       117,242       (39,620 )     -34 %
Digital assets     5,207,249       861,230       4,346,019       505 %
      9,343,236       12,052,747       (2,709,511 )     -22 %
                                 
Non-current assets                                
Equipment, net     69,485       76,894       (7,409 )     -10 %
Investments           2,224       (2,224 )     -100 %
Right-of-use asset, net     121,270       53,488       67,782       127 %
Intangible assets, net       4,619,237       4,933,871       (314,634 )     -6 %
Total assets     14,153,228       17,119,224       (2,965,996 )     -17 %
                                 
LIABILITIES                                
Current liabilities                                
Trade and other payables     4,087,547       4,362,068       (274,521 )     -6 %
Lease obligations     151,798       53,780       98,018       182 %
Warrants liability           212,002       (212,002 )     -100 %
Derivative liabilities     1,835       280,000       (278,165 )     -99 %
Deferred income           1,000,000       (1,000,000 )     100 %
Notes payable     1,975,305       619,029       1,356,276       219 %
Convertible debentures     429,995       152,113       277,882       183 %
      6,646,480       6,678,992       (32,512 )     0 %
                                 
Total liabilities     6,646,480       6,678,992       (32,512 )     0 %
                                 
SHAREHOLDERS’ EQUITY                                
Class A share capital     151,701       151,701             0 %
Class A share capital - shares to be issued     439             439       100 %
Class B share capital     168,876,091       150,318,624       18,557,467       12 %
Warrants     1,028,780       1,997,759       (968,979 )     -49 %
Contributed surplus     33,578,589       31,072,543       2,506,046       8 %
Foreign exchange translation reserve     276,146       50,795       225,351       444 %
Accumulated deficit     (195,259,703 )     (172,110,884 )     (23,148,819 )     13 %
Equity attributable to shareholders of the Company     8,652,043       11,480,538       (2,828,495 )     -25 %
Non-controlling interests     (1,145,295 )     (1,040,306 )     (104,989 )     10 %
      7,506,748       10,440,232       (2,933,484 )     -28 %
Total liabilities and shareholders’ equity     14,153,228       17,119,224       (2,965,996 )     -17 %

 

Assets

 

Cash and cash equivalents decreased by $5,549,928, or 93% to $445,944 as at September 30, 2025 compared to December 31, 2024, driven by:

 

Operating outflows of $7.93 million, reflecting the net loss and working capital changes;

 

22


 

Investing outflows of $2.30 million, primarily driven from digital asset acquisitions of $5.1 million, partially offset by investment redemptions of $1.2 million and proceeds from digital asset sales of $2.1 million; and

  

Financing inflows $4.68 million, mainly from convertible debenture proceeds and loans.

 

Other receivables decreased by $296,378, or 79%, primarily due to timing differences in sales tax refunds from the CRA and Australian tax authorities, alongside improved collection cycles.

 

Finance receivables decreased by $574,274 or 17%, reflecting various portfolio adjustments, as principal repayments from matured loans were not reinvested, reflecting a strategic reduction in portfolio exposure.

 

Digital assets increased by $4,346,019 or 505%, driven by the Company’s expansion of its cryptocurrency holdings during the period.

 

The right-of-use assets increased by $67,682, or 127% as at September 30, 2025, due to a new lease acquisition for the Company office operations.

 

Intangible assets decreased by $314,634, or 6% as at September 30, 2025, due to amortization expense of the Company’s intangible asset for Lucid, representing the license agreement with University Health Network.

 

Liabilities

 

Trade and other payables decreased by $274,521 or 6%, driven by working capital management and timing of vendor payments.

 

Warrants liability decreased to $Nil as at September 30, 2025 (December 31, 2024 - $212,002) as all warrants related to the convertible debentures were exercised during the period ended September 30, 2025.

 

Derivative liabilities decreased to $1,835 as at September 30, 2025 (December 31, 2024 - $280,000), entirely attributable to the conversion feature valuation of Unbuzzd’s convertible debentures. The Company’s convertible debentures were fully converted by September 30, 2025, reducing the balance to $Nil (December 31, 2024 - $280,000).

 

Deferred income decreased to $Nil as at September 30, 2025 (December 2024 - $1,000,000) as proceeds from the Sports Coat Prepaid Purchase Agreement were recognised as other income during the period ended September 30, 2025.

 

Convertible debentures increased to $429,995 as at September 30, 2025 (December 2024 - $152,113), entirely attributable to the convertible debentures issued by Unbuzzd. The Company’s convertible debentures were fully converted by September 30, 2025, reducing the balance to $Nil (December 31, 2024 - $152,113).

 

Shareholders’ equity

 

Shareholder’s equity decreased by $2,828,495 primarily due to:

 

(i) a decrease of $968,979 related to warrants expired during the period;

 

(ii) a decrease of $23,148,819 related to net loss for the period; and

 

(iii) an increase of $18,557,467 related shares issues pursuant to the conversion of debentures and issuance of shares upon exercise of options, warrants and settlement of debt.

 

Non-controlling interests

 

Through the License Agreement, Quantum acquired 34.66% of Unbuzzd on July 31, 2023. As of September 30, 2025, the Company has a 19.86% (December 31, 2024 – 22.95%) ownership interest in Unbuzzd through Unbuzzd Common Shares. The non-controlling interest represents the Unbuzzd Common Shares not attributable to the Company.

 

Reconciliation of non-controlling interest is as follows:

 

    $  
 Balance, December 31, 2024     (1,040,306 )
 Net loss for the period     (104,989 )
 Balance, September 30, 2025     (1,145,295 )

 

The condensed consolidated interim financial statements incorporate the assets and liabilities of Unbuzzd as of September 30, 2025.

 

23


 

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 September 30, 2025, to carry out its planned operations over the next twelve months.

 

Cash flows for the nine months ended September 30, 2025, and 2024

 

Cash Flows (Used in) Operating Activities

 

Cash used in operating activities totaled $7,931,414 for the nine months ended September 30, 2025, compared to $6,040,717 in the prior year period. The increase in cash outflows was primarily driven by a higher net loss of $23 million (2024 - $9.5 million). This loss was significantly adjusted for several large non-cash items, including a $11.91 million non-cash loss from the increase in the fair value of derivative liabilities, primarily due to the increased valuation of conversion features and warrants attached to the convertible debentures from the 2024 December Offering, and $2.1 million in share-based expenses.

 

Changes in working capital contributed to the cash outflow. A significant use of cash was the net impact of a $2.35 million legal settlement received, which was recorded as other income. This transaction included the reversal of a $1.0 million deferred revenue liability, implying that this portion did not provide new cash inflow during the period. This was partially offset by sources of cash from a $0.2 million decrease in trade and other payables and a $0.57 million reduction in finance receivables, primarily from principal repayments on the FSD Strategic Investments’ mortgage portfolio.

 

Cash Flows (Used in) Provided by Investing Activities

 

For the nine months ended September 30, 2025, cash used in investing activities totaled $2,303,119, remaining consistent with the $2,747,424 used in the prior year period. The activities were characterized by a significant net outflow from digital assets, partially offset by a net inflow from the investment portfolio:

 

1. A net cash outflow of $3.0 million due to digital assets was driven by $5.1 million in acquisitions, partially offset by $2.1 million in proceeds from sales;

 

2. A net cash inflow of $0.7 million from investments was generated from $1.2 million in redemptions, partially offset by $0.5 million in new purchases.

 

Cash Flows Provided by Financing Activities

 

For the nine months ended September 30, 2025, cash provided by financing activities totaled $4,684,605 compared to $9,151,327 in the prior year period. The Company raised capital through equity financing in 2024 compared to debt instruments and loans in 2025. The primary sources of cash in the current period were:

 

1. $3.2 million from the issuance of convertible debentures;

 

2. $2.1 million in proceeds from other loans.

 

These inflows were partially offset by other loan repayments totalling $0.8 million through the tax rebate structure offered by the Australian government to FSD Australia and Huge Biopharma.

 

CONTRACTUAL OBLIGATIONS

 

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

 

24


 

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:

 

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:

 

a) Director’s compensation for the three and nine months ended September 30, 2025, is $21,733 and $82,096, respectively (2024 – $31,294 and $131,010, respectively).
     
b) During nine months ended September 30, 2025, the Company granted 120,692 options to officers and employees of the Company, each with exercise prices ranging from C$6.60 to C$24.50 and expiring 2-5 years from the date of issuance.
     
c) 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 nine months ended September 30, 2025, the CEO made a payment of C$800,000 towards the loan, thereby settling the total debt outstanding owed to FSD Strategic Investments.
     
d) During the nine months ended September 30, 2025, the Company accrued management bonuses of $645,570.

 

Key management personnel compensation during the three and nine months ended September 30, 2025, and 2024, is comprised of:

 

    For the three months ended
September 30,
    For the nine months ended
September 30,
 
    2025     2024     2025     2024  
    $     $     $     $  
Salaries, benefits, bonuses and consulting fees     852,935       1,217,268       1,277,708       1,693,796  
Share-based payments     869,908       21,530       2,186,391       2,366,146  
      1,722,843       1,238,798       3,464,099       4,059,942  

 

As at September 30, 2025, the Company has $Nil owing to related parties included in accounts payable and accrued liabilities (December 31, 2024 - $Nil).

 

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

 

Credit risk

 

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 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.

 

Liquidity risk

 

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.

 

25


 

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.

 

Market risk

 

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 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 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 September 30, 2025.

 

Other 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 risk as at September 30, 2025.

 

Fair values

 

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 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 1 – Unadjusted quoted prices as at the measurement date for identical assets or liabilities in active markets.

 

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 – Significant unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs 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.

 

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 September 30, 2025. During the period, there were no transfers of amounts between levels.

 

CRITICAL ACCOUNTING 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.

 

26


 

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 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 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     3,816,976 (1)
Share options     160,956  
RSUs     97,600  
Warrants     32  

 

Note:

 

1. The Class A Multiple Voting Shares represent approximately 46.5% of the voting rights attached to Quantum’s outstanding voting securities.

 

As of the date of this MD&A, the Company had 3,816,976 Class B Subordinate Voting Shares issued and outstanding. The ownership was distributed as follows:

 

1. 2,985,450 Class B Subordinate Voting Shares, or 78%, were held through depository nominees (CEDE & Co. and CDS & Co.) on behalf of The Depository Trust & Clearing Corporation; and

 

2. 831,526 Class B Subordinate Voting Shares, or 22%, were held by registered holders with the Company’s transfer agent.

 

DISCLOSURE CONTROLS 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 September 30, 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 September 30, 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 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 conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board. 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 September 30, 2025, and concluded that it was effective.

 

 

27

 

 

 

 

EX-99.3 4 qntmex99-3.htm EXHIBIT 99.3

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 BioPharma Ltd. (the “issuer”) for the interim period ended September 30, 2025.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any 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 misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known 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 annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officers and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO Framework 2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025, and ended on September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 6, 2025  
   
/s/ Zeeshan Saeed  
Zeeshan Saeed  
Chief Executive Officer  

 

 

EX-99.4 5 qntmex99-4.htm EXHIBIT 99.4

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 BioPharma Ltd. (the “issuer”) for the interim period ended September 30, 2025.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any 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 misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known 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 annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officers and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO Framework 2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025, and ended on September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 6, 2025

 

/s/ Donal Carroll  
Donal Carroll  
Chief Financial Officer