Securities Registration Statement (s-1/a)
April 04 2022 - 7:01AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 4, 2022
Registration
Statement No. 333-261735
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-1/A
Amendment
No. 4
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
QSAM
Biosciences, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
2842 |
|
20-1602779 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
QSAM
Biosciences, Inc.
9442
Capital of Texas Hwy N, Plaza
1, Suite
500
Austin,
TX 78759
Tel:
(512) 343-4558
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Douglas
R. Baum
Chief
Executive Officer
QSAM
Biosciences, Inc.
9442
Capital of Texas Hwy N, Plaza 1, Suite 500
Austin,
TX 78759
Tel:
(512) 343-4558
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Joel
D. Mayersohn, Esq.
Rasika
A. Kulkarni, Esq.
Dickinson
Wright PLLC
350
East Las Olas Blvd
Suite
1750, Ft. Lauderdale FL 33301
Tel.
(954) 991-5426
Fax:
(844) 670-6009 |
|
Gregory
Sichenzia, Esq.
Marcelle
S. Balcombe, Esq.
Sichenzia
Ross Ference LLP
1185
Avenue of the Americas 31st Floor
New
York, NY 10036
Tel.:
(212) 930-9700
Fax:
(212) 930-9725 |
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
|
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
|
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 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
The
sole purpose of this Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-261735) is to file Exhibit 107, as indicated
in Item 16 of Part II of this amendment. No change is made to the preliminary prospectus constituting Part I of the Registration Statement
or Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, this amendment consists only of the cover page, this
explanatory note, Item 16 of Part II and the signature page to the Registration Statement.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules
(a)
Exhibits - Our audited financial statements are included in the preliminary prospectus.
Exhibit
Number |
|
Description |
1.1 |
|
Form of Underwriting Agreement |
3.1 |
|
Amended and Restated Certificate of Incorporation (incorporated by reference to the Form 8-K filed December 15, 2015 and Form 8-K filed December 23, 2010) |
3.2 |
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation dated November 18, 2015 |
3.3 |
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation dated August 18, 2017 |
3.4 |
|
Certificate of Amendment of the Amended and Restated Articles of Incorporation of Q2Earth, Inc. (incorporated by reference to the Form 8-K dated September 11, 2020) |
3.5 |
|
Certificate
of Amendment of the Amended and Restated Certificate of Incorporation dated March 4, 2022 (incorporated by reference to the Form
8-K dated March 9, 2022) |
3.6 |
|
Amended and Restated Bylaws Dated March 23, 2022 |
4.1 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series A 6% Convertible Preferred Stock (incorporated by reference to the Form 8-K filed November 18, 2015) |
4.2 |
|
Certificate of Designation for the Series B Convertible Preferred Stock (incorporated by reference to Form 8-K dated December 31, 2020) |
4.3 |
|
Certificate of Designation for the Series E-1 Incentive Preferred Stock (incorporated by reference to Form 8-K dated December 31, 2020) |
4.4 |
|
Form of Representative’s Warrant (included as Exhibit B to the Form of Underwriting Agreement Filed as Exhibit 1.1) |
4.5 |
|
Form of Pre-Funded Warrant |
4.6 |
|
Form of Certificated Warrant (included as Annex C to the Warrant Agent Agreement filed as Exhibit 10.20) |
5.1 |
|
Opinion of Dickinson Wright PLLC |
10.1 |
|
2016 Omnibus Equity Incentive Plan (incorporated by reference to the Form 10-K filed for the year ended December 31, 2017) |
10.2 |
|
Employment Agreement with Christopher Nelson (incorporated by reference to the Form 10-K filed for the year ended December 31, 2017) |
10.3 |
|
Patent and Technology License Agreement and Trademark Assignment between IGL Pharma, Inc. and QSAM Therapeutics Inc., dated April 20, 2020 (incorporated by reference to the Form 8-K dated April 24, 2020) |
10.4 |
|
Consulting and Confidentiality Agreement by and between IGL Pharma, Inc. and QSAM Therapeutics Inc., dated April 20, 2020 (incorporated by reference to the Form 8-K dated April 24, 2020) |
10.5 |
|
Omnibus Separation Agreement, dated November 6, 2020, between the Company and Earth Property Holdings, LLC (incorporated by reference to the Form 8-K dated November 6, 2020) |
10.6 |
|
Employment Agreement dated November 6, 2020, between the Company and C. Richard Piazza (incorporated by reference to the Form 8-K dated November 6, 2020) |
10.7 |
|
Employment Agreement dated November 6, 2020, between the Company and Douglas Baum (incorporated by reference to the Form 8-K dated November 6, 2020) |
10.8 |
|
Form of Issuance Agreement for the Series E-1 Incentive Preferred Stock (incorporated by reference to the Form 8-K dated December 31, 2020) |
10.9 |
|
Form of Securities Purchase Agreement for Series B Convertible Preferred Stock (incorporated by reference to the Form 8-K dated January 28, 2021) |
10.10 |
|
Form of Warrant for purchase of shares of common stock in connection with Series B offering (incorporated by reference to the Form 8-K dated January 28, 2021) |
10.11 |
|
Form of Convertible Note (incorporated by reference to the Form 8-K dated December 8, 2021) |
10.12 |
|
Form of Warrant for purchase of shares of common stock in connection with Convertible Note offering (incorporated by reference to the Form 8-K dated December 8, 2021) |
10.13 |
|
First Amendment to the Patent and Technology License Agreement and Trademark Assignment between IGL Pharma, Inc. and QSAM Therapeutics Inc., dated April 20, 2020 effective November 17, 2021 (incorporated by reference to the Form 8-K dated November 30, 2021) |
10.14 |
|
Amended and restated employment agreement dated December 6, 2021 with Christopher Nelson (incorporated by reference to the Form 8-K dated December 10, 2021) |
10.15 |
|
Amended and restated employment agreement dated December 6, 2021 with Douglas R. Baum (incorporated by reference to the Form 8-K dated December 10, 2021) |
10.16 |
|
Amended and restated employment agreement dated December 6, 2021 with Richard C. Piazza (incorporated by reference to the Form 8-K dated December 10, 2021) |
10.17 |
|
Employment agreement dated March 3, 2022 with Adam King (incorporated by reference to the Form 8-K dated March 4, 2022) |
10.18 |
|
Exchange Agreement and Plan of Reorganization dated December 6, 2021 (incorporated by reference to the Form 8-K dated December 10, 2021) |
10.19 |
|
Independent Director Compensation Plan (incorporated by reference in the Form 8-K dated January 28, 2022) |
10.20 |
|
Form of the Warrant Agent Agreement with Transfer Online, Inc. |
14 |
|
Code of Ethics |
21 |
|
List of Subsidiaries |
23.1 |
|
Consent of Independent Registered Public Accounting Firm
|
23.2 |
|
Consent of Dickinson Wright PLLC (included in Exhibit 5.1) |
24.1 |
|
Power of Attorney (included on Signature Page) |
99.1 |
|
Consent of Jeffrey M. Soinski |
107* |
|
Filing
Fee Table |
* |
Filed
herewith. All other documents have been previously filed. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, we have duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of Austin, Texas, on the 4th day of April,
2022.
|
QSAM
Biosciences Inc. |
|
|
|
|
By: |
/s/
Douglas Baum |
|
|
Douglas
R. Baum |
|
|
Chief
Executive Officer |
POWER
OF ATTORNEY
The
undersigned directors and officers of QSAM Biosciences, Inc. hereby constitute and appoint Douglas Baum and Christopher Nelson, and each
of them, any of whom may act without joinder of the other, as the individual’s true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to
sign this Registration Statement and any or all amendments, including post-effective amendments to the Registration Statement, including
a prospectus or an amended prospectus therein and any Registration Statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act, and all other documents in connection therewith to be filed with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
held on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Douglas Baum |
|
Chief
Executive Officer and Director
|
|
April
4, 2022 |
Douglas
R. Baum |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Adam King |
|
Chief
Financial Officer |
|
April
4, 2022 |
Adam
King |
|
(Principal
Accounting and Financial Officer) |
|
|
|
|
|
|
|
/s/
C. Richard Piazza |
|
Executive
Chairman |
|
April
4, 2022 |
C.
Richard Piazza |
|
|
|
|
|
|
|
|
|
/s/
Charles J. Link Jr. |
|
Director |
|
April
4, 2022 |
Charles
J. Link, Jr. |
|
|
|
|
|
|
|
|
|
/s/
Adriann Sax |
|
Director |
|
April
4, 2022 |
Adriann
Sax |
|
|
|
|
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