Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 20 2024 - 6:09AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
QSAM
Biosciences, Inc.
(Name
of Issuer)
Common
Stock par value of $.0001
(Title
of Class of Securities)
74738N202
(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. 74738N202
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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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Strategic Planning Assets Limited |
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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: British Virgin Islands |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
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5. |
Sole Voting Power: 255,370* |
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6. |
Shared Voting Power: 0 |
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7. |
Sole Dispositive Power: 255,370* |
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8. |
Shared Dispositive Power: 0 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 255,370* |
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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): 5.7% |
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12. |
Type
of Reporting Persons (See Instructions): CO |
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*Includes
250 shares of Series B Preferred Stock of Issuer that were converted into 108,470 shares of common stock on February 6, 2024.
Schedule 13G/A | Page 3 of 7 |
CUSIP
No. 74738N202
|
|
|
|
1. |
Names
of Reporting Persons. |
|
|
I.R.S.
Identification Nos. of above persons (entities only). |
|
|
Simon Nai-Cheng Hsu |
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|
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
☐ |
|
|
(b) |
☐ |
|
|
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|
4. |
Citizenship
or Place of Organization: China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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|
5. |
Sole Voting Power: 255,370* |
|
|
|
|
6. |
Shared Voting Power: 0 |
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|
|
7. |
Sole Dispositive Power: 255,370* |
|
|
|
|
8. |
Shared Dispositive Power: 0 |
|
|
|
|
|
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 255,370* |
|
|
|
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10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
|
|
|
|
11. |
Percent
of Class Represented by Amount in Row (9): 5.7% |
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12. |
Type
of Reporting Persons (See Instructions): IN |
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|
*Includes 250 shares of Series B Preferred Stock
of Issuer that were converted into 108,470 shares of common stock on February 6, 2024.
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 is being filed by Strategic Planning Assets Limited (“Strategic Planning”) and Simon Nai-Cheng Hsu (“Simon
Hsu” or “Mr. Hsu”) with regard to common stock of QSAM Biosciences, Inc., a Delaware corporation. Strategic Planning
is an investment holding company. Mr. Hsu, its sole director and 100% shareholder, makes all major decisions on behalf of Strategic Planning,
including investment decisions. As such, the power to vote and dispose or direct the disposition of securities on behalf of Strategic
Planning is vested in Mr. Hsu.
Item
2. (b) |
Address
of Principal Business Office or, if none, Residence: |
The principal business address of each of the Reporting Persons is 1200-1201, 12/F, Wing on Centre, 111 Connaught Road Central, Hong Kong,
Hong Kong, 999077.
Strategic
Planning Assets Limited is incorporated in British Virgin Islands. Simon Nai-Cheng Hsu is a citizen of China.
Item
2. (d) |
Title
of Class of Securities: Common Stock |
Item
2. (e) |
CUSIP
Number: 74738N202 |
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 (1) | | |
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 | |
Strategic Planning Assets, Limited | |
| 255,370 | | |
| 5.7 | % | |
| 255,370 | | |
| - | | |
| 255,370 | | |
| - | |
Simon Nai-Cheng Hsu | |
| 255,370 | | |
| 5.7 | % | |
| 255,370 | | |
| - | | |
| 255,370 | | |
| - | |
(1)
The percentage is calculated based upon total outstanding shares of 4,445,469 as of February 9, 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 20, 2024
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Strategic Planning Assets Limited |
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/s/ Simon Nai-Cheng
Hsu |
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Name:
|
Simon Nai-Cheng Hsu |
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Title:
|
Director |
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Simon Nai-Cheng Hsu |
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By:
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/s/ Simon Nai-Cheng Hsu |
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 20, 2024
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Strategic Planning Assets Limited |
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/s/
Simon Nai-Cheng Hsu |
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Name:
|
Simon Nai-Cheng Hsu |
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Title:
|
Director |
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|
Simon Nai-Cheng Hsu |
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By:
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/s/ Simon Nai-Cheng Hsu |
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