Checkmate Strategic Capital 2, LLC - Dec 31, 2023 Form 5 Insider Report for QSAM Biosciences, Inc. (QSAM)

Role
Other*, 10%+ Owner
Signature
/s/ Checkmate Strategic Capital 2, LLC
Stock symbol
QSAM
Transactions as of
Dec 31, 2023
Transactions value $
$44,998
Form type
5
Date filed
2/20/2024, 04:51 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSAM Common Stock Conversion of derivative security $45K +8.57K +44.99% $5.25 27.6K Dec 19, 2023 Direct F1, F2, F3, F6
transaction QSAM Common Stock Conversion of derivative security $0 +69.3K +45.88% $0.00 220K Feb 6, 2024 Direct F1, F2, F4
transaction QSAM Common Stock Conversion of derivative security $0 +65.2K $0.00 65.2K Feb 6, 2024 Direct F1, F2, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction QSAM Warrants Award $0 +50K $0.00 50K Jan 15, 2023 Common Stock 50K $6.00 Direct F6
transaction QSAM Warrants Conversion of derivative security $0 -50K -100% $0.00* 0 Dec 19, 2023 Common Stock 8.57K $5.25 Direct F6
transaction QSAM Series B Convertible Preferred Stock Conversion of derivative security $0 -150 -100% $0.00* 0 Feb 6, 2024 Common Stock 65.2K $3.00 Direct F7
transaction QSAM Series B Convertible Preferred Stock Conversion of derivative security $0 -156 -100% $0.00* 0 Feb 6, 2024 Common Stock 69.3K $3.00 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Checkmate Strategic Capital 2, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 5 is filed jointly by Charles Thomas Paschall, Checkmate Strategic Capital 2, LLC, Checkmate Capital Group, LLC, and Checkmate Strategic Capital Holdings, LLC (collectively, the "Reporting Persons").
F2 Each Reporting Person is a member of a Section13(d) group that owns in the aggregate more than 5% of the Issuer's outstanding shares of Common Stock, as disclosed in a Schedule 13D/A, filed on behalf of the Reporting Persons on February 20, 2024. As such, each Reporting Person may be deemed to beneficially own more than 5% of the Issuer's outstanding shares of Common Stock.
F3 Shares of Common Stock beneficially owned by Checkmate Capital Group, LLC. Mr. Paschall is a member of Checkmate Capital Group, LLC, holding 22.7% of its membership interest, as of February 20, 2024. As such, Mr. Paschall has a proportional pecuniary interest in the shares of Common Stock beneficially owned by Checkmate Capital Group, LLC.
F4 Shares of Common Stock beneficially owned by Checkmate Strategic Capital 2, LLC. Mr. Paschall is the sole member of Checkmate Strategic Capital 2, LLC as of February 20, 2024. As such, Mr. Paschall has a proportional pecuniary interest in the shares of Common Stock beneficially owned by Checkmate Strategic Capital 2, LLC.
F5 Shares of Common Stock beneficially owned by Checkmate Strategic Capital Holdings, LLC. Mr. Paschall is the sole member of Checkmate Strategic Capital 2, LLC, which is a controlling member of Checkmate Strategic Capital Holdings, LLC. As such, Mr. Paschall may be deemed to have a pecuniary interest in the Common Stock owned by these entities. Further, Checkmate Capital Group, LLC is a member of Checkmate Strategic Capital Holdings, LLC. As such, Checkmate Capital Group, LLC has a pecuniary interest to the extent of shares of common stock of the Issuer owned by Checkmate Strategic Capital Holdings, LLC.
F6 On January 15, 2023, the Issuer issued 50,000 warrants to Checkmate Capital Group, LLC for general consulting services at an exercise price of $6.00, which warrants were exercised on a cashless basis at a mutually agreed reduced exercise price of $5.25 per share into 8,571 shares of common stock of the Issuer on December 19, 2023 pursuant to the formula for cashless exercise set forth in a warrant agreement with the Issuer, .
F7 The Series B Convertible Preferred Stock was convertible into common stock at any time and had no expiration date. Pursuant to an Exchange Agreement signed with the Issuer as of October 17, 2023, the Series B Preferred Stock was automatically exchangeable for common stock of the Issuer at a price of $3.00 per share upon the Issuer listing on Nasdaq or signing an agreement to be acquired, and as a result was exchanged into common stock of the Issuer on February 6, 2024.