UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
| QSAM
Biosciences, Inc. |
| (Name
of Issuer) |
| Common
Stock |
| (Title
of Class of Securities) |
| Joseph
Teltser |
| 595
E. Colorado Blvd., Suite 530 |
| Pasadena
CA 91101 |
| (626)
365-1597 |
| (Name,
Address and Telephone Number of Person |
| Authorized
to Receive Notices and Communications) |
| December
31, 2023 |
| (Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
The
information required on 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).
| (1)
Names of reporting persons |
Charles
Thomas Paschall |
| (2)
Check the appropriate box if a member of a group (see instructions) |
(a)
☒
(b)
☐ |
| (3)
SEC use only |
|
| (4)
Source of Funds |
OO |
| (5)
Disclosure of Legal Proceedings |
|
| (6)
Citizenship or Place of Organization |
USA |
Number
of shares beneficially owned by each reporting
person with
(7)
Sole voting power |
285,667
shares |
| (8)
Shared voting power |
0 |
| (9)
Sole dispositive power |
285,667
shares |
| (10)
Shared dispositive power |
0 |
| (11)
Aggregate amount beneficially owned by each reporting person |
285,667
shares (1) (2) |
| (12)
check if the aggregate amount in Row (11) excludes certain shares (see instructions) |
|
| (13)
Percent of class represented by amount in Row (11) |
6.43%
fully diluted (3) |
| (14)
Type of reporting person (see instructions) |
IN |
(1)
Beneficial ownership of common stock of the Issuer is being reported herein solely because Mr. Paschall is the sole managing member of
Checkmate Strategic Capital 2, LLC, which beneficially owns 220,448 shares of common stock of the Issuer, and Checkmate Strategic Capital
2, LLC is a member (with voting and dispositive control) of Checkmate Strategic Capital Holdings, LLC, which beneficially owns 65,219
shares of common stock of the Issuer. As such, Mr. Paschall may be deemed to beneficially own 285,667 shares of common stock of the Issuer.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that
it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, except to the extent of his pecuniary interest therein, and such beneficial ownership is expressly disclaimed.
(2)
Includes 69,332 shares of common stock acquired by Checkmate Strategic Capital 2, LLC and 65,219 shares of common stock acquired by Checkmate
Strategic Capital Holdings, LLC pursuant to exchange of Series B Convertible Preferred Stock of the Issuer for common stock at
an exchange price of $3.00 per share on February 6, 2024, in accordance with an exchange agreement dated October 17,
2023 (the “Exchange Agreement”).
(3)
Based on 4,445,469 shares of common stock of the Issuer issued and outstanding as of February 9, 2024.
| (1)
Names of reporting persons |
Checkmate
Strategic Capital 2, LLC |
(2)
Check the appropriate box if a member of a group
(see
instructions) |
(a)
☒
(b)
☐ |
| (3)
SEC use only |
|
| (4)
Source of Funds |
OO |
| (5)
Disclosure of Legal Proceedings |
|
| (6)
Citizenship or Place of Organization |
Delaware |
Number
of shares beneficially owned by each reporting
person with
(7)
Sole voting power |
285,667
shares |
| (8)
Shared voting power |
0
shares |
| (9)
Sole dispositive power |
285,667
shares |
| (10)
Shared dispositive power |
0
shares |
| (11)
Aggregate amount beneficially owned by each reporting person |
285,667
shares (1) (2) |
| (12)
check if the aggregate amount in Row (11) excludes certain shares (see instructions) |
|
| (13)
Percent of class represented by amount in Row (11) |
6.43%
fully diluted (3) |
| (14)
Type of reporting person (see instructions) |
OO |
(1)
Includes 69,332 shares acquired pursuant to exchange of Series B Convertible Preferred Stock for shares of common stock of the Issuer
on February 6, 2024 at an exchange price of $3.00 per share under the Exchange Agreement (defined above).
(2)
Checkmate Strategic Capital 2, LLC is a member of Checkmate Strategic Capital Holdings, LLC, possessing voting and dispositive control.
Checkmate Strategic Capital 2, LLC beneficially owns 220,448 shares of common stock of the Issuer. Checkmate Strategic Capital Holdings,
LLC beneficially owns 65,219 shares of common stock of the Issuer. Therefore, Checkmate Strategic Capital 2, LLC may be deemed to beneficially
own 285,667 shares of common stock of the Issuer. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission by any reporting person that it is the beneficial owner of securities held by Checkmate Strategic Capital Holdings,
LLC for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, except to the extent of its pecuniary interest
therein, and such beneficial ownership is expressly disclaimed.
(3)
Based on 4,445,469 shares of common stock of the Issuer issued and outstanding as of February 9, 2024.
| (1)
Names of reporting persons |
Checkmate
Capital Group, LLC |
(2)
Check the appropriate box if a member of a group
(see
instructions) |
(a)
☒
(b)
☐ |
| (3)
SEC use only |
|
| (4)
Source of Funds |
OO |
| (5)
Disclosure of Legal Proceedings |
|
| (6)
Citizenship or Place of Organization |
Delaware |
Number
of shares beneficially owned by each reporting
person with
(7)
Sole voting power |
27,624
shares |
| (8)
Shared voting power |
0 |
| (9)
Sole dispositive power |
27,624
shares |
| (10)
Shared dispositive power |
0 |
| (11)
Aggregate amount beneficially owned by each reporting person |
27,624
shares (1) (2) |
| (12)
check if the aggregate amount in Row (11) excludes certain shares (see instructions) |
|
| (13)
Percent of class represented by amount in Row (11) |
0.62
% fully diluted (3) |
| (14)
Type of reporting person (see instructions) |
OO |
(1)
Investment decisions of Checkmate Capital Group, LLC are made by a board of seven managers, each of whom votes in the proportion
to their membership percentages. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s
securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals,
then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to the
board of managers of Checkmate Capital Group, LLC.
(2)
Includes 8,571 shares of common stock of Issuer acquired on December 19, 2023 pursuant to the cashless exercise of warrants
issued to Checkmate Capital Group LLC, on January 15, 2023. See below for more details.
(3)
Based on 4,445,469 shares of common stock of the Issuer issued and outstanding as of February 9, 2024.
| (1)
Names of reporting persons |
Checkmate
Strategic Capital Holdings, LLC |
(2)
Check the appropriate box if a member of a group
(see
instructions) |
(a)
☒
(b)
☐ |
| (3)
SEC use only |
|
| (4)
Source of Funds |
OO |
| (5)
Disclosure of Legal Proceedings |
|
| (6)
Citizenship or Place of Organization |
Delaware |
Number
of shares beneficially owned by each reporting
person with
(7)
Sole voting power |
65,219
shares |
| (8)
Shared voting power |
0 |
| (9)
Sole dispositive power |
65,219
shares |
| (10)
Shared dispositive power |
0 |
| (11)
Aggregate amount beneficially owned by each reporting person |
65,219
shares (1) |
| (12)
check if the aggregate amount in Row (11) excludes certain shares (see instructions) |
|
| (13)
Percent of class represented by amount in Row (11) |
1.47
% fully diluted (2) |
| (14)
Type of reporting person (see instructions) |
OO |
(1)
Includes 65,219 shares acquired pursuant to exchange of Series B Convertible Preferred Stock for shares of common stock of the Issuer
on February 6, 2024, at an exchange price of $3.00 per share pursuant to the Exchange Agreement (defined above).
(2)
Based on 4,445,469 shares of common stock of the Issuer issued and outstanding as of February 9, 2024.
Item
1. Security and Issuer.
Common
Stock of QSAM Biosciences Inc. (the “Issuer”)
9442
Capital of Texas Hwy N, Plaza 1, Suite 500Austin, TX 78759
Item
2. Identity and Background.
| (a) |
Charles
Thomas Paschall |
|
Checkmate
Strategic Capital 2, LLC
Checkmate
Capital Group, LLC
Checkmate
Strategic Capital Holdings, LLC |
| |
|
|
|
| (b) |
595
E. Colorado Blvd., Suite 530, Pasadena CA 91101 |
|
595
E. Colorado Blvd., Suite 530, Pasadena CA 91101 |
| |
|
|
|
| (c) |
CEO
of Checkmate Capital Group, LLC |
|
Investing
in securities of companies in designated sectors, providing commercial consulting services. |
| |
|
|
|
| (d) |
None |
|
None |
| |
|
|
|
| (e) |
No |
|
No |
| |
|
|
|
| (f) |
USA |
|
Delaware,
USA |
Item
3. Source or Amount of Funds or Other Consideration.
Each
of these entities acquired common stock of the Issuer
in the following manner:
Checkmate
Capital Group LLC: (1) On December 31, 2020, in connection with consulting services performed by Checkmate Capital Group, LLC
for the benefit of the Issuer, certain officers and directors of the Issuer assigned a total of $50,000 worth of performance bonuses
granted to such individuals by the Issuer, to Checkmate Capital Group, LLC (“assigned bonus”), and Checkmate Capital
Group, LLC immediately agreed to convert the assigned bonus into 5,682 shares of common stock of the Issuer at a conversion price of
$8.80 per share; (2) on December 31, 2020, Checkmate Capital Group, LLC converted an assigned promissory note in the amount of
$117,659 inclusive of accrued interest into 13,370 shares of common stock at $8.80 per share; and (3) on January 15, 2023, pursuant
to a warrant agreement, the Issuer issued 50,000 warrants to Checkmate Capital Group, LLC for general consulting services at an
exercise price of $6.00. On December 19, 2023, Checkmate Capital Group, LLC exercised the warrants at a mutually agreed reduced
exercise price of $5.25 per share on a cashless basis in accordance with the formula set forth in the warrant agreement for cashless
exercises, into 8,571 shares of common stock of the Issuer.
Checkmate
Strategic Capital 2, LLC: (1) On December 31, 2020,
Checkmate Strategic Capital 2, LLC converted previously held promissory notes in the aggregate amount of $1,329,812 inclusive of accrued
interest into a total of 151,116 shares of common stock of the Issuer; and (2) converted an additional promissory note in the
amount of $155,954 inclusive of accrued interest into 156 shares of Series B Convertible Preferred Stock, which were exchanged
for 69,332 shares of common stock of the Issuer on February 6, 2024 pursuant to the Exchange Agreement (defined above).
Checkmate
Strategic Capital Holdings, LLC: Checkmate Strategic
Capital Holdings, LLC received funds from other investors, including investment by Checkmate Strategic Capital 2, LLC, for purchase of
150 shares of Series B Convertible Preferred Stock for $150,000 in connection with a private placement offering on January
15, 2021, which were subsequently exchanged, including all accrued dividends, for 65,219 shares of common stock of the Issuer
on February 6, 2024 pursuant to the Exchange Agreement (defined above).
Item
4. Purpose of Transaction.
Investment.
Other than as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would
result in:
| (a) |
the
acquisition by any person of additional securities of the issuer, or the disposition of securities of the Issuer; |
| |
|
| (b) |
an
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
| |
|
| (c) |
a
sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; |
| |
|
| (d) |
any
change in the present board of directors or management of the Issuer; |
| |
|
| (e) |
any
material change in the present capitalization or dividend policy of the Issuer; |
| |
|
| (f) |
any
other material change in the Issuer’s business or corporate structure; |
| |
|
| (g) |
changes
in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; |
| |
|
| (h) |
causing
a class of securities of the Issuer to be de-listed from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association; |
| |
|
| (i) |
a
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act; or |
| |
|
| (j) |
any
action similar to any of those enumerated above. |
Item
5. Interest in Securities of the Issuer.
(a)
| Reporting Person | |
Total Beneficial Ownership (including right to acquire within 60 days) | | |
Percent, fully diluted | |
| Charles Thomas Paschall | |
| - | | |
| - | |
| Checkmate Strategic Capital 2, LLC | |
| 220,448 | | |
| 4.96 | % |
| Checkmate Capital Group, LLC | |
| 27,624 | | |
| 0.62 | % |
| Checkmate Strategic Capital Holdings, LLC | |
| 65,219 | | |
| 1.47 | % |
| Group Total | |
| 313,291 | | |
| 7.05 | % |
(b)
| Reporting Person | |
Sole voting & dispositive power | | |
Shared voting & dispositive power | |
| Charles Thomas Paschall | |
| 285,667 | | |
| 0 | |
| Checkmate Strategic Capital 2, LLC | |
| 285,667 | | |
| 0 | |
| Checkmate Capital Group, LLC | |
| 27,624 | | |
| 0 | |
| Checkmate Strategic Capital Holdings, LLC | |
| 65,219 | | |
| 0 | |
| (c) |
On
January 15, 2023, pursuant to a warrant agreement, the Issuer issued 50,000 warrants to Checkmate Capital Group, LLC in
exchange for general consulting services exercisable at an exercise price of $6.00 per share. Checkmate Capital Group,
LLC exercised the warrants on December 19, 2023 on a cashless basis at a mutually agreed reduced exercise price of $5.25, in accordance with the formula set forth in the warrant agreement for
cashless exercises, and acquired 8,571 shares of common stock of the Issuer. On February
6, 2024, in connection with and prior to the signing of a Plan of Merger between the Issuer and Telix Pharmaceuticals Limited dated
February 7, 2024, and in accordance with the Exchange Agreement (defined above), all of the Series B Convertible Preferred
Stock owned by the applicable Reporting Persons were exchanged for an aggregate of 134,551 shares of common stock of the
Issuer. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Charles
Thomas Paschall is the sole member of Checkmate Strategic Capital 2, LLC.
Each
of Checkmate Strategic Capital 2, LLC and Checkmate Capital Group, LLC is a member of Checkmate Strategic Capital Holdings, LLC. Checkmate
Capital Group, LLC manages the assets of Checkmate Strategic Capital Holdings, LLC and has a carried interest in the profits of Checkmate
Strategic Capital Holdings, LLC.
Charles
Thomas Paschall indirectly holds a non-controlling membership interest in Checkmate Capital Group, LLC.
Item
7. Material to Be Filed as Exhibits.
Joint Filing Agreement.
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.
| |
/s/
Charles Thomas Paschall |
| |
Charles
Thomas Paschall |
| |
February
20, 2024 |
| |
Checkmate
Strategic Capital 2, LLC |
| |
By: |
Charles
Thomas Paschall |
| |
|
|
| |
By: |
/s/
Charles Thomas Paschall |
| |
|
Managing
Member |
| |
|
February
20, 2024 |
| |
|
|
| |
Checkmate
Capital Group, LLC |
| |
By: |
Charles
Thomas Paschall |
| |
|
|
| |
By: |
/s/
Charles Thomas Paschall |
| |
|
Chief
Executive Officer |
| |
|
February
20, 2024 |
| |
|
|
| |
Checkmate
Strategic Capital Holdings, LLC |
| |
By: |
Charles
Thomas Paschall |
| |
|
|
| |
By: |
/s/
Charles Thomas Paschall |
| |
|
Chief
Executive Officer |
| |
|
February
20, 2024 |
Exhibit 1
Joint
Filing Agreement Pursuant to Rule 13d-1
This
Joint Filing Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”)
by and between 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 promulgated thereunder may be filed on each of
their behalf on Schedule 13G or 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The
Joint Filers further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. The Joint Filers state that
they each satisfy the requirements for making a joint filing under Rule 13d-1 and hereby, being duly authorized, have executed this Joint
Filing Agreement as of the date listed under each Joint Filer’s signature below.
| |
/s/
Charles Thomas Paschall |
| |
Charles Thomas Paschall |
| |
February 20, 2024 |
| |
Checkmate Strategic
Capital 2, LLC |
| |
By: |
Charles Thomas Paschall |
| |
|
|
| |
By: |
/s/
Charles Thomas Paschall |
| |
|
Managing Member |
| |
|
February 20, 2024 |
| |
|
|
| |
Checkmate Capital
Group, LLC |
| |
By: |
Charles
Thomas Paschall |
| |
|
|
| |
By: |
/s/
Charles Thomas Paschall |
| |
|
Chief Executive Officer |
| |
|
February 20, 2024 |
| |
|
|
| |
Checkmate Strategic
Capital Holdings, LLC |
| |
By: |
Charles
Thomas Paschall |
| |
|
|
| |
By: |
/s/
Charles Thomas Paschall |
| |
|
Chief Executive Officer |
| |
|
February 20, 2024 |
Common Stock (QB) (USOTC:QSAM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Common Stock (QB) (USOTC:QSAM)
Historical Stock Chart
From Apr 2023 to Apr 2024
