0001493152-24-017519.txt : 20240502 0001493152-24-017519.hdr.sgml : 20240502 20240502104044 ACCESSION NUMBER: 0001493152-24-017519 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240502 DATE AS OF CHANGE: 20240502 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELIX QSAM INC. CENTRAL INDEX KEY: 0001310527 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 201602779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80831 FILM NUMBER: 24906175 BUSINESS ADDRESS: STREET 1: 9442 CAPITAL OF TEXAS HWY N STREET 2: PLAZA 1, SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78759 BUSINESS PHONE: 512-343-4558 MAIL ADDRESS: STREET 1: 9442 CAPITAL OF TEXAS HWY N STREET 2: PLAZA 1, SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78759 FORMER COMPANY: FORMER CONFORMED NAME: QSAM Biosciences, Inc. DATE OF NAME CHANGE: 20201106 FORMER COMPANY: FORMER CONFORMED NAME: Q2Earth Inc. DATE OF NAME CHANGE: 20170823 FORMER COMPANY: FORMER CONFORMED NAME: Q2Power Technologies, Inc. DATE OF NAME CHANGE: 20151215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Strategic Planning Assets Ltd CENTRAL INDEX KEY: 0001893865 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PALM GROVE HOUSE, P.O. BOX 438 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 852-3168-1313 MAIL ADDRESS: STREET 1: 1200-1201, 12/F, WING ON CENTRE STREET 2: 111 CONNAUGHT ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 999077 SC 13G/A 1 formsc13ga.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

QSAM Biosciences, Inc.

(Name of Issuer)

 

Common Stock par value of $.0001

(Title of Class of Securities)

 

74738N 301

(CUSIP Number)

 

May 2, 2024

(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/APage 2 of 7

 

CUSIP No. 74738N 301

 

     
  1. Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only).
    Strategic Planning Assets Limited

 

     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ☐
    (b) ☐

 

     
  3. SEC Use Only

 

     
  4. Citizenship or Place of Organization: British Virgin Islands
     

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

  
5. Sole Voting Power: 0
   
   
6. Shared Voting Power: 0
   
   
7. Sole Dispositive Power: 0
   
   
8. Shared Dispositive Power: 0
   

     
  9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0

 

     
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

     
  11. Percent of Class Represented by Amount in Row (9): 0%

 

 

 

  12. Type of Reporting Persons (See Instructions): CO
     

 

 
Schedule 13G/APage 3 of 7

 

CUSIP No. 74738N 301

 

     
  1. Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only).
    Simon Nai-Cheng Hsu

 

     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ☐
    (b) ☐

 

     
  3. SEC Use Only

 

     
  4. Citizenship or Place of Organization: China

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

  
5. Sole Voting Power: 0
   
   
6. Shared Voting Power: 0
   
   
7. Sole Dispositive Power: 0
   
   
8. Shared Dispositive Power: 0
   

     
  9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0

 

     
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

     
  11. Percent of Class Represented by Amount in Row (9): 0%

 

 

 

  12. Type of Reporting Persons (See Instructions): IN
     

 

 
Schedule 13G/APage 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”). 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.

 

Item 2. (c) Citizenship:

 

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: 74738N 301

 

 
Schedule 13G/APage 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

 

None. On February 7, 2024, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Telix Pharmaceuticals Limited, an Australian public limited company (“Telix”), Cyclone Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Telix (“Merger Sub I”), Cyclone Merger Sub II, Inc., a Delaware corporation and a direct and wholly-owned subsidiary of Telix (“Merger Sub II”) and David H. Clarke, as stockholder representative to the Issuer’s stockholders, pursuant to which, subject to the terms and conditions of the Merger Agreement, Telix would acquire the Issuer through the merger of Merger Sub I with and into the Issuer, with the Issuer surviving as a direct, wholly-owned subsidiary of Telix (“First Merger”), and as part of the same overall transaction, the Issuer will merge with and into Merger Sub II, at which time the Issuer would cease to exist and Merger Sub II will remain as the surviving corporation (“Second Merger”, collectively with First Merger, the “Merger”). On May 2, 2024 (the “Closing Date”), as disclosed in the Issuer’s public filings, the First Merger was consummated pursuant to the terms and conditions of the Merger Agreement. On the Closing Date, each share of Common Stock, $0.0001 par value per share of the Issuer, including beneficially owned by the Reporting Persons, that was outstanding immediately prior to the Closing Date was automatically converted into the right to receive the closing consideration pursuant to the terms and conditions of the Merger Agreement and the Reporting Person ceased holding and beneficially owning any shares of the Issuer.

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

 

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/APage 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: May 2, 2024

 

  Strategic Planning Assets Limited
     
    /s/ Simon Nai-Cheng Hsu
  Name: Simon Nai-Cheng Hsu
  Title: Director
     
  Simon Nai-Cheng Hsu
     
  By: /s/ Simon Nai-Cheng Hsu

 

 
Schedule 13G/APage 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: May 2, 2024

 

  Strategic Planning Assets Limited
     
    /s/ Simon Nai-Cheng Hsu
  Name: Simon Nai-Cheng Hsu
  Title: Director
     
  Simon Nai-Cheng Hsu
     
  By: /s/ Simon Nai-Cheng Hsu