UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
As previously disclosed, on February 7, 2024, QSAM Biosciences, Inc. (“QSAM” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Telix Pharmaceuticals Limited, an Australian public limited company (“Telix”), Cyclone Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Telix (“Merger Sub I”), Cyclone Merger Sub II, Inc., a Delaware corporation and a direct and wholly-owned subsidiary of Telix (“Merger Sub II”) and David H. Clarke, as stockholder representative to the QSAM stockholders, pursuant to which, subject to the terms and conditions of the Merger Agreement, Telix will acquire QSAM through the merger of Merger Sub I with and into QSAM, with QSAM surviving as a direct, wholly-owned subsidiary of Telix (“First Merger”), and as part of the same overall transaction, QSAM will merge with and into Merger Sub II, at which time QSAM shall cease to exist and Merger Sub II will remain as the surviving corporation (“Second Merger”, collectively with First Merger, the “Merger”).
Item 5.03. | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Reverse Stock Split:
In connection with and as a condition to the Merger, on May 2, 2024, QSAM effected a 1-for-2,000 reverse stock split (the “Reverse Split”) of its issued and outstanding shares of Common Stock, par value $0.0001 per share (“Common Stock”). QSAM filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (“Certificate of Amendment”) with the Secretary of State of the State of Delaware, to effectuate the Reverse Split with an effective date of May 2, 2024 (“Effective Date”). As of the Effective Date, each 2,000 shares of issued and outstanding Common Stock were automatically converted into one share of Common Stock. Each fractional share resulting from the Reverse Split was automatically exchanged for the right to receive (i) approximately $13,210.58 multiplied by the resulting fraction and (ii) one (1) CVR for each share of Common Stock that was converted into a fractional share (and not aggregated into a whole number of shares) pursuant to the Reverse Split. The Reverse Split did not alter the par value of the Common Stock or modify any voting rights or other terms of the Common Stock. The Certificate of Amendment is attached hereto as Exhibit 3.1, and incorporated herein by reference.
As a result of the Reverse Split, the Company’s outstanding shares of Common Stock will be reduced to approximately 2,127 shares.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
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.
Dated: May 2, 2024 | QSAM BIOSCIENCES, INC. | |
By: | /s/ Christopher Nelson | |
Christopher Nelson, General Counsel and Executive Vice President |