Adriann Sax - May 2, 2024 Form 4 Insider Report for QSAM Biosciences, Inc. (QSAM)

Role
Director
Signature
/s/ Adriann Sax
Stock symbol
QSAM
Transactions as of
May 2, 2024
Transactions value $
$0
Form type
4
Date filed
5/2/2024, 10:32 AM
Previous filing
Jun 23, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSAM Common Stock Disposed to Issuer -5 -100% 0 May 2, 2024 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Adriann Sax is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of February 7, 2024, by and among QSAM Biosciences, Inc., a Delaware corporation ("Issuer"), Telix Pharmaceuticals Limited, a public limited company registered under the laws of the Commonwealth of Australia ("Telix"), Cyclone Merger Sub I, Inc. ("Merger Sub I"), a Delaware corporation and a direct, wholly owned subsidiary of Telix, Cyclone Merger Sub II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Telix, and David H. Clarke, as stockholder representative to the QSAM stockholders (the "QSAM Stockholder Representative"), effective May 2, 2024 (the "Effective Time"), Merger Sub I merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Telix.
F2 Pursuant to the Merger Agreement, at the Effective Time, each share of Issuer common stock, $0.0001 par value per share, issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 1,744 fully paid and non-assessable ordinary shares of Telix, and (ii) 2,000 non-transferable contingent value rights representing the right to receive one or more contingent payments, if any, upon the achievement of certain milestones, as set forth in the Contingent Value Rights Agreement by and among QSAM, Telix, the QSAM Stockholder Representative, and Equiniti Trust Company, LLC, as the rights agent.
F3 At the Effective Time, the closing price of Telix ordinary shares was US$9.62 per share.
F4 Accounts for a 1-for-2,000 reverse stock-split effective May 2, 2024.