SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Baum Douglas R

(Last)

(First)

(Middle)

9442 CAPITAL OF TEXAS HWY N, PLAZA 1,

SUITE 500

(Street)

AUSTIN

78759

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TELIX QSAM INC. [ QSAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO/Director

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/02/2024		D⁽¹⁾⁽²⁾⁽³⁾		188⁽⁴⁾	D	⁽¹⁾⁽²⁾⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of February 7, 2024, by and among QSAM Biosciences, Inc., a Delaware corporation ("Issuer"), Telix Pharmaceuticals Limited, a public limited company registered under the laws of the Commonwealth of Australia ("Telix"), Cyclone Merger Sub I, Inc. ("Merger Sub I"), a Delaware corporation and a direct, wholly owned subsidiary of Telix, Cyclone Merger Sub II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Telix, and David H. Clarke, as stockholder representative to the QSAM stockholders (the "QSAM Stockholder Representative"), effective May 2, 2024 (the "Effective Time"), Merger Sub I merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Telix.

2. Pursuant to the Merger Agreement, at the Effective Time, each share of Issuer common stock, $0.0001 par value per share, issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 1,744 fully paid and non-assessable ordinary shares of Telix, and (ii) 2,000 non-transferable contingent value rights representing the right to receive one or more contingent payments, if any, upon the achievement of certain milestones, as set forth in the Contingent Value Rights Agreement by and among QSAM, Telix, the QSAM Stockholder Representative, and Equiniti Trust Company, LLC, as the rights agent.

3. At the Effective Time, the closing price of Telix ordinary shares was US$9.62 per share.

4. Accounts for a 1-for-2,000 reverse stock-split effective May 2, 2024.

	/s/ Douglas Baum	05/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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