UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 | Unregistered Sales of Equity Securities. |
On September 30, 2022, QSAM Biosciences, Inc. (the “Company”) closed the initial tranche of a PIPE or Private Investment in Public Equity offering for an aggregate amount of $925,000 (the “Offering”). The Offering tranche consists of 205,556 units (“Units”) wherein each unit consists of one share of Common Stock and one warrant (“Warrant”) exercisable for one share of Common Stock, at an offering price of $4.50 per Unit. The Warrants are two-year Warrants to purchase one share of Common Stock at an exercise price of $6.00 per share. The Company did not engage a placement agent to conduct the sales.
All securities issued in the Offering, were sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933 (the “Securities Act”). Securities issued in the Offering have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. All investors in the Offering were accredited, as defined in the Securities Act.
The form of subscription agreement subscribing to the Units and the form of Warrant are attached hereto as Exhibit 10.1 and 10.2 respectively.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number | Description | |
10.1 | Form of Securities Purchase Agreement | |
10.2 | Form of Warrant | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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: October 6, 2022 | QSAM Biosciences, Inc. | |
By: | /s/ Douglas Baum | |
Douglas Baum | ||
CEO |