Current Report Filing (8-k)
November 18 2022 - 8:02AM
Edgar (US Regulatory)
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2022-11-14
2022-11-14
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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 14, 2022
QSAM
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-55148 |
|
20-1602779 |
(State
or other jurisdiction |
|
(Commission
File |
|
(IRS
Employer |
of
incorporation) |
|
Number) |
|
Identification
Number) |
9442
Capital of Texas Hwy N, Plaza
1, Suite 500 |
|
78759 |
(Address
of principal executive offices) |
|
(Zip
Code) |
|
|
|
Registrant’s
telephone number, including area code |
|
(512)
343-4558 |
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):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
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
3.02 Unregistered Sales of Equity Securities
On
November 14, 2022, QSAM Biosciences Inc. (the “Company”) entered into agreements with its four executive officers to issue
168,611 unregistered shares of common stock in lieu of an aggregate deferred cash compensation under their respective employment agreements
of approximately $0.6 million. These securities have not been issued as of the date of this Form 8-K, and will be issued in reliance
on Regulation D or Section 4(a)(2) of the Securities Act of 1933. See Item 5.02 below and the Exhibits filed herewith for further details
of this agreement.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
November 14, 2022, the Company entered into amendments to the employment agreements (the “Amendments”) with its four key
executive employees, including its Executive Chairman, CEO, General Counsel and VP Operations (the “Executives”). The purpose
of the Amendments was to eliminate liabilities on the Company’s balance sheet by converting deferred salary into restricted and
forfeitable common stock, to reduce future overhead expenses to allow the Company to utilize cash resources more efficiently towards
clinical trials and technology development, and to further align the Executive’s compensation structure with building long term
shareholder value. The Amendments
were reviewed
and approved by the independent Chairman of the Compensation Committee of the Company’s Board of Directors.
Pursuant
to the Amendments, the Executives agreed to convert an aggregate of approximately $0.6 million in deferred salaries which have accrued
since December 2021, into 168,611 shares of common stock (the “Stock Compensation”), subject to the following restrictions
and forfeiture provisions: Until
such time that the Company successfully closes $5 million in a single fundraising (the “Trigger Event”), as
defined therein, the Stock Compensation may not
be sold, transferred or otherwise disposed by the Executives; and further provided, if the Trigger Event does not occur within 36 months
of the date of the Amendments, the Stock Compensation shall be forfeited and returned to the Company.
Additionally,
pursuant to the Amendments, each of the Executives agreed to reduce their contracted base salaries set forth in their employment agreements
by approximately 25%, which amended base salary would only start accruing and being paid when the Company successfully completes an equity
offering in excess of $7.5 million. Until such milestone is achieved, each of the Executives have agreed to accept an additional interim
base salary reduction between approximately 45%
and 60% below their original contracted base salaries. Further, the Company’s VP Operations received a 50% increase in her bonus
in the instance of a successful exit for the Company or its technology.
The
summary of material terms set forth herein is qualified in its entirety by the Amendments which are filed as Exhibits 10.1 through 10.4
to this Form 8-K.
Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits
The
following exhibits are filed with this Current Report on Form 8-K:
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.
Date:
November 18, 2022 |
QSAM
Biosciences, Inc. |
|
|
|
|
By: |
/s/
Douglas Baum |
|
|
Douglas
Baum |
|
|
Chief
Executive Officer |
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