Item 3.02 Unregistered Sale of Equity Securities

On January 27, 2021, QSAM Biosciences, Inc. (the "Company") closed a Series B Convertible Preferred Stock private placement (the "Series B Offering") and issued a total of 2,500 shares at a price of $1,000 per share, raising an aggregate amount of $2.5 million. The offering was led by Checkmate Capital Group, LLC, a California based investment firm focused on biotechnology and other technology investments. A form of the Securities Purchase Agreement utilized in connection with the Series B Offering is attached as Exhibit 10.1 to this current report on Form 8-K.

Proceeds from the Series B offering are expected to be used to fund the Company's upcoming clinical trials for its flagship drug candidate Samarium-153-DOTMP (aka CycloSam®), as well as for general working capital and overhead.

The shares of Series B Preferred Stock are convertible into an aggregate of approximately 16.6 million shares of common stock of the Company ("Common Stock") and will have voting rights alongside Common Stock holders on an as-converted basis. The terms of the Series B Convertible Preferred Stock are fully described in the Company's Certificate of Designation filed in an 8-K dated December 31, 2020, and incorporated by reference herein.

Investors in the offering also received six-month, non-registered warrants to purchase an aggregate of up to 5.8 million shares of Common Stock at $0.35 per share. For its early investment and efforts to support the funding, Checkmate Capital received a 12 month warrant convertible into 475,000 shares of Common Stock at $0.45 per share. A form of the Warrant agreement utilized in connection with the Series B Offering is attached as Exhibit 10.2 to this current report on Form 8-K

The shares of Series B Convertible Preferred Stock and the Warrants issued under this private placement were not registered under the Securities Act, 1933, as amended, but were issued in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act and/or Regulation D thereunder.




Item 8.01 Other Items

On January 27, 2021, the Company moved its official headquarters from Palm Beach, Florida to Austin, Texas.

On January 28, 2021, the Company issued a press release announcing the closing of private placement and change in its headquarters, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit        Description
Number
    3.1          Certificate of Designation for the Series B Convertible Preferred
               Stock is incorporated by reference to Exhibit 3.1 of our Form 8-K
               dated December 31, 2020
    10.1         Form of Securities Purchase Agreement for Series B Convertible
               Preferred Stock
    10.2         Form of Warrant for the Purchase of Shares of Common Stock
    99.1         Press release issued on January 28, 2021




2

© Edgar Online, source Glimpses