Current Report Filing (8-k)
November 30 2021 - 4:16PM
Edgar (US Regulatory)
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2021-11-24
2021-11-24
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported): November 24, 2021
QSAM
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-55148
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20-1602779
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(State
or other jurisdiction
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(Commission
File
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(IRS
Employer
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of
incorporation)
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Number)
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Identification
Number)
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9442
Capital of Texas Hwy N, Plaza 1, Suite 500
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78759
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(512)
343-4558
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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
1.01 Entry into a Material Definitive Agreement
As
previously reported on Form 8-K, on April 20, 2020, QSAM Biosciences, Inc. (the “Company”), through its wholly-owned subsidiary,
QSAM Therapeutics Inc. (the “Subsidiary”), entered into a patent and technology license agreement (the “License Agreement”)
and trademark assignment with IGL Pharma, Inc. (“IGL”) to secure the exclusive, worldwide rights to the radiopharmaceutical
drug candidate, CycloSam®. The License Agreement stipulated milestone-based payments to IGL tied to successful completion of clinical
trial phases, royalty fees on net sales, and commissions from sublicensing or sale of the product among other things. On November 24,
2021, the Company and IGL entered into a first amendment to the License Agreement to effect certain changes to the commercial arrangement
between the parties. We have summarized the key terms of the amendment below (the “Amended License Agreement”):
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(i)
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The
Company had previously agreed to issue a 5% equity interest in the Subsidiary to IGL upon satisfaction of certain conditions.
Pursuant to the Amended License Agreement, we have agreed to issue 500,000 restricted common shares of the Company to IGL in lieu of
equity interest in the Subsidiary;
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(ii)
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The
License Agreement stipulated a payment to IGL of up to 50% of any sublicense fees received by the Company in the event of a grant
of rights to CycloSam® to a third party. This fee has been materially reduced to a fixed payment of 5% of any sublicense fee,
which includes the sale of the technology or sale of our Subsidiary that holds the Amended License Agreement to a third party;
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(iii)
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Milestone
payments tied to phases of clinical trials were increased from a total of $150,000 to a total of $410,000, which are expected to
be paid over the following two to three years, and our payment upon the first commercial sale of CycloSam® to third parties was
increased from $1,500,000 to $2,000,000;
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(iv)
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We
have agreed to provide IGL the right to observe and participate in any board of directors meeting of the Company in which any scheduled
agenda item may reasonably affect the rights of IGL under the Amended License Agreement.
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The
above terms represent a summary of the Amended License Agreement and are qualified in their entirety by reference to the copy filed as
Exhibit 10.1 to this Report on Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities
In
connection with the Amended License Agreement, the Company issued 500,000 shares of common stock to IGL. See Item 1.01 above.
The shares of common stock issued under the Amended License Agreement were not registered under the Securities Act of 1933, as amended,
but were issued in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act and/or Regulation D
thereunder.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Signatures
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.
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QSAM
Biosciences, Inc.
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By:
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/s/
Christopher Nelson
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Christopher
Nelson
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General
Counsel
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Date:
November 30, 2021