Schedule 13G/A | Page 2 of 8 |
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: 183,492* |
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6. |
Shared Voting Power: 0 |
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7. |
Sole Dispositive Power: 183,492* |
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8. |
Shared Dispositive Power: 0 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 183,492* |
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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): 8.1%** |
*Consisting
of 116,917 shares of common stock and 66,575 shares of common stock receivable upon conversion of Series B preferred stock.
**The
percentage is calculated based upon total outstanding shares of 2,279,020 as of December 31, 2022, as provided by QSAM Biosciences,
Inc.
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12. |
Type
of Reporting Persons (See Instructions): CO |
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Schedule 13G/A | Page 3 of 8 |
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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Bounty Hunter LLC |
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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: Florida |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
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5. |
Sole Voting Power: 31,440* |
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6. |
Shared Voting Power: 0 |
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7. |
Sole Dispositive Power: 31,440* |
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8. |
Shared Dispositive Power: 0 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 31,440* |
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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): 1.4%** |
*Consisting
of 24,786 shares of common stock and 6,654 shares of common stock receivable upon conversion of Series B preferred stock.
**The percentage is calculated based upon total outstanding shares of 2,279,020 as of December 31, 2022, as provided by QSAM Biosciences, Inc.
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12. |
Type
of Reporting Persons (See Instructions): OO |
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Schedule 13G/A | Page 4 of 8 |
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: 391,599* |
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6. |
Shared Voting Power: 0 |
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7. |
Sole Dispositive Power: 391,599* |
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8. |
Shared Dispositive Power: 0 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 391,599* |
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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): 17.2%** |
*Consisting
of 318,370 shares of common stock (including 176,667 shares of common stock owned in personal capacity) and 73,229 shares of common stock
receivable upon conversion of Series B preferred stock over which Mr. Clark has beneficial ownership.
**The
percentage is calculated based upon total outstanding shares of 2,279,020 as of December 31, 2022, as provided by QSAM Biosciences,
Inc.
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12. |
Type
of Reporting Persons (See Instructions): IN |
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Schedule 13G/A | Page 5 of 8 |
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”), Bounty Hunter LLC (“Bounty Hunter”), and David Howard Clarke (“David
Howard Clarke” or “Mr. Clarke”) with regard to common stock and Series B preferred stock, with the Series
B preferred stock convertible into common stock, of QSAM Biosciences, Inc., a Delaware corporation. GSB Holdings is engaged in investments
in public and privately-held companies, private equity funds, and real estate projects. Bounty Hunter is engaged in investment holdings.
GSB Holdings is organized as a corporation under the laws of Delaware. Bounty Hunter is organized as a limited liability company under
the laws of Florida. 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. Similarly, Mr. Clarke, Managing Director of Bounty Hunter, makes all major decisions on behalf of Bounty Hunter, including investment
decisions. The power to vote and dispose or direct the disposition of securities on behalf of Bounty Hunter is vested in Mr. Clarke.
As of the date of this report, Mr. Clarke has the sole power to vote and dispose or direct the disposition of 391,599 shares of
common stock (including securities convertible into common stock) of the Issuer owned by Mr. Clarke in his personal capacity, by GSB
Holdings, and by Bounty Hunter.
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 in the state of Delaware. Bounty Hunter LLC is organized in the state of Florida. 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 6 of 8 |
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 | | |
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. | |
| 183,492 | (1) | |
| 8.1 | %(4) | |
| 183,492 | | |
| - | | |
| 183,492 | | |
| - | |
Bounty Hunter LLC | |
| 31,440 | (2) | |
| 1.4 | %(4) | |
| 31,440 | | |
| - | | |
| 31,440 | | |
| - | |
David Howard Clarke | |
| 391,599 | (3) | |
| 17.2 | %(4) | |
| 391,599 | | |
| - | | |
| 391,599 | | |
| - | |
(1)Consisting
of 116,917 shares of common stock and 66,575 shares of common stock receivable upon conversion of Series B preferred stock.
(2)Consisting
of 24,786 shares of common stock and 6,654 shares of common stock receivable upon conversion of Series B preferred stock.
(3)Consisting
of 318,370 shares of common stock, 176,667 of which is held in Mr. Clarke’s personal capacity, and 73,229 shares of
common stock receivable upon conversion of Series B preferred stock.
(4)The
percentage is calculated based upon total outstanding shares of 2,279,020 as of December 31, 2022, 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 7 of 8 |
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 14, 2023
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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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Bounty Hunter LLC |
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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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Managing 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 8 of 8 |
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 14, 2023
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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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Bounty Hunter LLC |
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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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Managing Director |
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David
Howard Clarke |
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By:
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/s/
David Howard Clarke |