QNTM 20-F DEF-14A Report Dec. 31, 2024

FSD PHARMA INC.

20-Fs

20-F	Fiscal year ended Dec. 31, 2024
20-F	Fiscal year ended Dec. 31, 2023
20-F	Fiscal year ended Dec. 31, 2022
20-F	Fiscal year ended Dec. 31, 2021

Name: Quantum Biopharma Ltd. CIK: 1771885 Filing Type: 20-F/A Report Date: 2024-12-31 Download URL: https://www.sec.gov/Archives/edgar/data/1771885/000165495425003693/qntm_20f.htm

TABLE OF CONTENTS

Part I Item 1. Identity Of Directors, Senior Management and Advisers Item 2. Offer Statistics and Expected Timetable Item 3. Key Information Item 4. Information on The Company Item 4A. Unresolved Staff Comments Item 5. Operating and Financial Review and Prospects Item 6. Directors, Senior Management and Employees Item 7. Major Shareholders and Related Party Transactions Item 8. Financial Information Item 9. The Offer and Listing Item 10. Additional Information Item 11. Quantitative and Qualitative Disclosures About Market Risk Item 12. Description Of Securities Other Than Equity Securities Part II Item 13. Defaults, Dividend Arrearages and Delinquencies Item 14. Material Modifications To The Rights Of Security Holders and Use Of Proceeds Item 15. Controls and Procedures Item 16. [reserved.]Item 16A. Audit Committee Financial Expert Item 16B. Code Of Ethics Item 16C. Principal Accountant Fees and Services Item 16D. Exemptions From The Listing Standards For Audit Committees Item 16E. Purchases Of Equity Securities By The Issuer and Affiliated Purchasers Item 16F. Change in Registrant S Certifying Accountant Item 16G. Corporate Governance Item 16H. Mine Safety Disclosure Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Item 16J. Insider Trading Policies Item 16K. Cybersecurity Part III Item 17. Financial Statements Item 18. Financial Statements Item 19. Exhibits

Exhibits

4.17 the Company Stock Option Plan dated February 9, 2018 (incorporated by reference to Exhibit 99.9 in the Companys Form 40-F filed with the SEC on December 6, 2019). 4.18 Employment Agreement dated July 26, 2021 by and between Anthony Durkacz (incorporated by reference to Exhibit 4.15 in the Companys Form 20-F filed with the SEC on March 31, 2023). 4.19 Employment Agreement dated July 26, 2021, and between the Company And Zeeshan Saeed (incorporated by reference to Exhibit 4.16 in the Companys Form 20-F filed with the SEC on March 31, 2023). 4.20 Employment Agreement dated August 29, 2021 by and between the Company and Donal Carroll (incorporated by reference to Exhibit 4.17 in the Companys Form 20-F filed with the SEC on March 31, 2023). 4.21 Employment Agreement dated March 21, 2023 by and between the Company and Dr. Andrezj Chruscinski (incorporated by reference to Exhibit 4.19 in the Companys Form 20-F filed with the SEC on March 31, 2023). 4.22* Shareholder Agreement dated September 13, 2024 by and between Fortius Research and Trading Corp., Xorax Family Trust and the Company. 4.23* Form of Secured Convertible Debentures issued to investors in January 2025 private offering. 4.24* Form of General Security Agreement issued to investors in January 2025 private offering. 4.25* Form of Agency and Interlender Agreement issued to investors in January 2025 private offering. 8.1* List of subsidiaries of the Registrant.* 11.1* Insider Trading and Blackout Period Policy* 12.1* Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.2* Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 13.1** Certification by the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13.2** Certification by the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 15.1* Managements Discussion and Analysis of Financial Condition and Results of Operations for three months ended and fiscal years ended December 31, 2024 and 2023 15.2* Consent of Independent Auditor 97.1* Quantum BioPharma Ltd. Clawback Policy

QNTM 20-F Report ended Dec. 31, 2024

Exhibits