Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 15 2024 - 9:51PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
QSAM
Biosciences, Inc.
(Name
of Issuer)
Common
Stock par value of $.0001 per share
(Title
of Class of Securities)
74738N103
(CUSIP
Number)
December 31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
Schedule 13G/A | Page 2 of 7 |
CUSIP
No. 74738N103
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1. |
Names
of Reporting Persons. |
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I.R.S.
Identification Nos. of above persons (entities only). |
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GSB
Holdings, Inc. |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
☐ |
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(b) |
☐ |
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4. |
Citizenship
or Place of Organization: Delaware |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
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5. |
Sole Voting Power: 621,744 |
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6. |
Shared Voting Power: 0 |
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7. |
Sole Dispositive Power: 621,744 |
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8. |
Shared Dispositive Power: 0 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 621,744 |
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10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
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11. |
Percent
of Class Represented by Amount in Row (9): 13.9% |
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12. |
Type
of Reporting Persons (See Instructions): CO |
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Schedule 13G/A | Page 3 of 7 |
CUSIP
No. 74738N103
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1. |
Names
of Reporting Persons. |
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I.R.S.
Identification Nos. of above persons (entities only). |
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David
Howard Clarke |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
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(a) |
☐ |
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(b) |
☒ |
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4. |
Citizenship
or Place of Organization: United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5. |
Sole Voting Power: 733,972 |
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6. |
Shared Voting Power: 0 |
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7. |
Sole Dispositive Power: 733,972 |
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8. |
Shared Dispositive Power: 0 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 733,972 |
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10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
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11. |
Percent
of Class Represented by Amount in Row (9): 16.5% |
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12. |
Type
of Reporting Persons (See Instructions): IN |
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Schedule 13G/A | Page 4 of 7 |
Item
1. (a) |
Name
of Issuer: QSAM Biosciences, Inc. |
Item
1. (b) |
Address
of Issuer’s Principal Executive Offices: 9442 Capital of Texas Hwy N, Plaza 1, Suite 500, Austin, TX 78759 |
Item
2. (a) |
Name
of Person Filing: |
This Schedule 13G/A is being filed by GSB Holdings, Inc. (“GSB Holdings”) and David Howard Clarke (“David Howard Clarke”
or “Mr. Clarke”) with regard to their holdings of common stock of QSAM Biosciences, Inc., a Delaware corporation. Mr. Clarke, Vice President and director of GSB Holdings, makes all major decisions
on behalf of GSB Holdings, including investment decisions. The power to vote and dispose or direct the disposition of securities on behalf
of GSB Holdings is vested in Mr. Clarke.
Item
2. (b) |
Address
of Principal Business Office or, if none, Residence: |
The
principal business address of each of the Reporting Persons is 14179 Laurel Trail, Wellington, FL 33414.
GSB
Holdings, Inc. is incorporated as a corporation in the state of Delaware. David Howard Clarke is a citizen of the United States
of America.
Item
2. (d) |
Title
of Class of Securities: Common Stock |
Item
2. (e) |
CUSIP
Number: 74738N103 |
Schedule 13G/A | Page 5 of 7 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not
applicable
Item
4. Ownership
Reporting Person | |
Amount Beneficially Owned | | |
Percent of Class (3) | | |
Sole Power to Vote or to Direct the Vote | | |
Shared Power to Vote or to Direct the Vote | | |
Sole Power to Dispose or to Direct the Disposition of | | |
Shared Power to Dispose or to Direct the Disposition of | |
GSB Holdings, Inc. | |
| 621,744 | | |
| 13.9 | % | |
| 621,744 | | |
| - | | |
| 621,744 | | |
| - | |
David Howard Clarke(1) | |
| 733,972 | (2) | |
| 16.5 | % | |
| 733,972 | | |
| - | | |
| 733,972 | | |
| - | |
(1)Aside
from shares of common stock held by David Howard Clarke in his personal capacity, Mr. Clarke possesses voting and dispositive power over
shares held of record by Bounty Hunter, LLC, in his capacity as its managing director and certain shares held of record by his grandson,
Mr. August Gaines. Mr. Clarke disclaims beneficial ownership of such securities for any other purposes than Section 13(d) of the
Securities Exchange Act of 1934.
(2)Includes 40,222 shares held by Mr. Clarke in his personal capacity.
(3)The
percentage is calculated based upon total outstanding shares of 4,445,469 as of February 6, 2024, as provided by QSAM Biosciences, Inc.
Item
5. Ownership of Five Percent or Less of a Class
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or
Control Person
Not
applicable.
Item
8. Identification and Classification of Members of the Group
Not
applicable.
Item
9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certifications
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
Schedule 13G/A | Page 6 of 7 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 15, 2024
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GSB
Holdings, Inc. |
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/s/
David Howard Clarke |
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Name:
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David
Howard Clarke |
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Title:
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Vice
President & Director |
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David
Howard Clarke |
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By:
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/s/
David Howard Clarke |
Schedule 13G/A | Page 7 of 7 |
Joint
Filing Agreement Pursuant to Rule 13d-1
This
agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”) by and among the
parties listed below, each referred to herein as a “Joint Filer”. The Joint Filers agree that a statement of beneficial ownership
as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule
13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they
each satisfy the requirements for making a joint filing under Rule 13d-1.
Dated:
February 15, 2024
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GSB
Holdings, Inc. |
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/s/
David Howard Clarke |
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Name:
|
David
Howard Clarke |
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Title:
|
Vice
President & Director |
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David
Howard Clarke |
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By:
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/s/
David Howard Clarke |
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