QSAM Biosciences to be acquired by Telix for ~$33.1M shares plus up to $90M CVRs

QSAM Biosciences, Inc.

Telix will acquire QSAM via two-step merger; total base consideration ~$33.1M in Telix shares (at $7.5745/share).
QSAM stockholders receive 0.876 Telix shares per pre-reverse-split share (est. $6.63/share value).
Up to $90M in contingent value rights (CVRs) on regulatory/commercial milestones over 10 years.
Reverse stock split (1:1000 to 1:2000) to be effected before close; all preferred converted.
Lock-up agreements for officers/directors on Telix shares received for 12 months post-close.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.4

QSAM Biosciences, Inc.: Proposed reverse stock split requiring amendment to Amended and Restated Certificate of Incorporation.

Change: charter amendment

Exact text from the filing

Upon the QSAM Board’s approval of the Reverse Split ratio, QSAM shall file an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

QSAM Biosciences, Inc. entered into Agreement and Plan of Merger with Telix Pharmaceuticals Limited, Cyclone Merger Sub I, Inc., Cyclone Merger Sub II, Inc., and David H. Clarke (effective 2024-02-07).

Action: entry
Agreement: merger
Counterparty: Telix Pharmaceuticals Limited, Cyclone Merger Sub I, Inc., Cyclone Merger Sub II, Inc., and David H. Clarke
Effective: 2024-02-07

Exact text from the filing

On February 7, 2024, QSAM Biosciences, Inc. (“QSAM”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Telix Pharmaceuticals Limited

View on SEC.gov

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Source: SEC EDGAR

accession 0001493152-24-005356

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