Current Report Filing (8-k)
24 6월 2023 - 5:31AM
Edgar (US Regulatory)
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2023-06-23
2023-06-23
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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): June 23, 2023
QSAM
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41337 |
|
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
June 23, 2023, QSAM Biosciences Inc. (the “Company”) granted
pursuant to the Company’s 2016 Omnibus Equity Incentive Plan, as amended (the “Plan”), and as approved by the Company’s
Compensation Committee of its Board of Directors, an aggregate of 269,102 shares of restricted common stock to five members of its management
team and two independent directors.
The
awards are subject to vesting and forfeiture conditions including satisfaction of certain performance-based milestones, as follows: (1)
209,102 shares were issued as incentive compensation vesting 50% upon the Company’s uplisting to Nasdaq if within three
years, with the balance vesting in eight quarterly installments commencing on the sooner of such Nasdaq uplisting or 12 months
after issuance; provided all shares shall vest upon the sale, merger or other “exit” event for the Company and its shareholders;
and (2) 60,000 shares were issued to compensate four members of the management team for acceptance of a significant reduction in their
base salaries in 2023 to help the Company conserve cash resources, and vest upon the completion of the Company’s next funding in
the amount of at least $5 million or Company exit. Further, the Company issued 2,040 immediately vested unregistered shares of common
stock to Adam King, its Chief Financial Officer, in lieu of deferred cash compensation of approximately $10,200.
In
connection with these awards, the Board of Directors approved for 2023 an increase in the total number of shares authorized under
the Plan by 350,000 additional shares, in accordance with the terms and conditions of the shareholder-approved Plan. As of the
date of this report, there are approximately 106,000 shares available for future issuance under the Plan.
All
securities granted under the Plan and to Mr. King were sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation
D of the Securities Act of 1933. These securities have not been registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable exemption from the registration requirements.
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:
June 23, 2023 |
QSAM
Biosciences, Inc. |
|
|
|
|
By: |
/s/
Douglas Baum |
|
|
Douglas
Baum |
|
|
Chief
Executive Officer |
Common Stock (QB) (USOTC:QSAM)
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부터 5월(5) 2024 으로 6월(6) 2024
Common Stock (QB) (USOTC:QSAM)
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부터 6월(6) 2023 으로 6월(6) 2024
Common Stock (QB) (OTC 시장)의 실시간 뉴스: 최근 기사 0
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