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

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
5
Accepted by SEC
20 Feb 2024, 16:51:43 UTC
Source filing
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Reporting owner 1 detail
Reporting owner signature
/s/ Checkmate Strategic Capital 2, LLC

Key filing fact

Checkmate Strategic Capital 2, LLC filed Form 5 for QSAM Biosciences, Inc. on 20 Feb 2024.

Key facts

  • This page summarizes Checkmate Strategic Capital 2, LLC's Form 5 filing for QSAM Biosciences, Inc..
  • 7 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 20 Feb 2024, 16:51.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: +$44,998.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 5 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

QSAM transaction

Common Stock

Conversion of derivative security

Transaction value
$44,998
Shares
+8,571
Change %
+45%
Price
$5.25
Shares after
27,624
Date
19 Dec 2023
Ownership
Direct
Footnotes
F1, F2, F3, F6
QSAM transaction

Common Stock

Conversion of derivative security

Transaction value
$0
Shares
+69,332
Change %
+46%
Price
$0.000000
Shares after
220,448
Date
06 Feb 2024
Ownership
Direct
Footnotes
F1, F2, F4
QSAM transaction

Common Stock

Conversion of derivative security

Transaction value
$0
Shares
+65,219
Change %
Price
$0.000000
Shares after
65,219
Date
06 Feb 2024
Ownership
Direct
Footnotes
F1, F2, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

QSAM transaction Derivative

Warrants

Award

Transaction value
$0
Shares
+50,000
Change %
Price
$0.000000
Shares after
50,000
Date
15 Jan 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
50,000
Exercise price
$6.00
Footnotes
F6
QSAM transaction Derivative

Warrants

Conversion of derivative security

Transaction value
$0
Shares
-50,000
Change %
-100%
Price
$0.000000*
Shares after
0
Date
19 Dec 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
8,571
Exercise price
$5.25
Footnotes
F6
QSAM transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value
$0
Shares
-150
Change %
-100%
Price
$0.000000*
Shares after
0
Date
06 Feb 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
65,219
Exercise price
$3.00
Footnotes
F7
QSAM transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value
$0
Shares
-156
Change %
-100%
Price
$0.000000*
Shares after
0
Date
06 Feb 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
69,332
Exercise price
$3.00
Footnotes
F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Checkmate Strategic Capital 2, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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, .

Footnote 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.

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