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Item 8.01 Other Events
On November 14, 2023, QSAM Biosciences, Inc. (the “Company”) announced that it had signed a non-binding term sheet (the “Term Sheet”) with Telix Pharmaceuticals (US) Inc., a subsidiary of Telix Pharmaceuticals Limited (ASX: TLX) (collectively, “Telix”), a biopharmaceutical company headquartered in Melbourne, Australia focused on the development and commercialization of diagnostic and therapeutic radiopharmaceuticals, providing material terms for the acquisition of the Company by Telix by means of a merger (the “Proposed Acquisition”). In connection with the Term Sheet, Telix paid the Company a US$2 million Pre-Closing Collaboration and Option Fee (the “Collaboration Fee”) to advance the Company’s development efforts based on mutually agreed goals and to provide 60 days of exclusivity pending completion of diligence and execution of definitive agreements (the “Exclusivity Period”). This Exclusivity Period was due to expire on January 14, 2024.
On January 11, 2024, the Company granted Telix an additional 30 days until February 14, 2024 under the Exclusivity Period to complete its due diligence and allow the parties time to complete definitive agreements for the Proposed Acquisition. No additional consideration was paid to the Company for this 30-day extension.
The closing of the Proposed Acquisition is subject to many conditions including satisfactory completion of diligence by both parties, negotiation and execution of the definitive agreements, and approval by the Company’s stockholders.
This current report contains “forward-looking statements.” These statements relate to future events or our future financial performance. These statements are only predictions and may differ materially from actual future results or events. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future developments or otherwise. There are important risk factors that could cause actual results to differ from those contained in forward-looking statements, including, the satisfactory completion diligence by both parties, successful negotiation and execution of definition agreements, and other general market and geo-political events that are outside the Company’s control. This is not an offering of securities, and securities may not be offered or sold absent registration or an applicable exemption from the registration requirements.
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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: January 16, 2024 | QSAM Biosciences, Inc. | |
By: | /s/ Douglas Baum | |
Douglas Baum, CEO |