Current Report Filing (8-k)
January 28 2022 - 9:15AM
Edgar (US Regulatory)
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2022-01-24
2022-01-24
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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): January 24, 2022
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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☐
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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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Appointment
of Independent Director
On
January 24, 2022, QSAM Biosciences, Inc. (the “Company”) appointed Ms. Adriann Sax to the board of directors (the “Board”)
of the Company.
Ms.
Sax has 30+ years of experience in biotech and life sciences, serving in leadership, operational and business development roles with
a focus on oncology for both Fortune 100 and start-up companies. She currently serves as CEO and co-founder of Vetigenics LLC, an animal
health biotech company, where she has secured partnerships with Merck, obtained federal grants, and was named 2021 Start-up of the Year
by the Penn Center for Innovation at the University of Pennsylvania. Previously, she was EVP and Chief Commercial Officer at Kadmon Corp.,
a division of Sanofi Company, and for five years, Entrepreneur in Residence at Fortress Biotech. During the early 2000s, Ms. Sax served
in various leadership capacities at large pharmaceutical companies, notably Vice President at Bristol Myers Squibb, Executive Director
at Merck & Co., and Executive Vice President in charge of Business Development and Strategic Planning at King Pharmaceuticals, leading
to its $6.5 Billion acquisition by Pfizer. Ms. Sax holds an MBA from the Keller Graduate School and a BS in Animal Science from the University
of Delaware. She is an active advisor and board member for many industry associations, academic institutions, and nonpublic company boards.
Ms.
Sax will serve as a member of the Audit Committee and as the chair of Nominating and Governance Committee for the Company. In connection
with Ms. Sax’s appointment to the Board and these committees, the Board has determined that Ms. Sax satisfies the definition of
“independent director” and the heightened independence standards for service on the Board’s Audit Committee under the
NASDAQ listing standards.
Ms.
Sax will stand for election at the Company’s next annual meeting of shareholders, and will participate in the Company’s standard
outside director compensation program as outlined in Exhibit 10.1 below, the cash portion of which will commence upon the completion
of the Company’s next financing.
The
Company issued a press release announcing the appointment of Ms. Sax to the Board. A copy of the press release is furnished as Exhibit
99.1 to this report and incorporated here by reference.
Item
9.01
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Financial Statements and Exhibits.
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(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:
January 28, 2022
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