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Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (date of earliest event reported): September 30, 2022





(Exact name of registrant as specified in its charter)


Delaware   000-55148   20-1602779
(State or other jurisdiction   (Commission File   (IRS Employer
of incorporation)   Number)   Identification Number)


9442 Capital of Texas Hwy N, Plaza 1, Suite 500   78759
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code   (512) 343-4558


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 3.02Unregistered Sales of Equity Securities.


On September 30, 2022, QSAM Biosciences, Inc. (the “Company”) closed the initial tranche of a PIPE or Private Investment in Public Equity offering for an aggregate amount of $925,000 (the “Offering”). The Offering tranche consists of 205,556 units (“Units”) wherein each unit consists of one share of Common Stock and one warrant (“Warrant”) exercisable for one share of Common Stock, at an offering price of $4.50 per Unit. The Warrants are two-year Warrants to purchase one share of Common Stock at an exercise price of $6.00 per share. The Company did not engage a placement agent to conduct the sales.


All securities issued in the Offering, were sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933 (the “Securities Act”). Securities issued in the Offering have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. All investors in the Offering were accredited, as defined in the Securities Act.


The form of subscription agreement subscribing to the Units and the form of Warrant are attached hereto as Exhibit 10.1 and 10.2 respectively.


Item 9.01Financial Statements and Exhibits.




The following exhibits are filed with this Current Report on Form 8-K:


Exhibit Number   Description
10.1   Form of Securities Purchase Agreement
10.2   Form of Warrant
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)







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 hereunto duly authorized.


Date: October 6, 2022 QSAM Biosciences, Inc.
  By: /s/ Douglas Baum
    Douglas Baum