8-K
filed May 2, 2024, 7:59 PM ET
CIK 0001310527
M&A
confidence high
sentiment neutral
materiality 1.00
QSAM Biosciences, Inc.: M&A transaction — QSAM Biosciences acquired by Telix; shareholders get 1,744 Telix shares + 2,000 CVRs per share
QSAM Biosciences, Inc.
- Merger completed May 2, 2024; each QSAM share converted into 1,744 Telix ordinary shares and 2,000 contingent value rights (CVRs).
- Total cash consideration approximately $33.1M (net of adjustments) plus up to $90M in contingent milestone payments via CVRs.
- All directors and officers resigned; Kevin Richardson and Darren Smith named directors of surviving corporation Telix QSAM, Inc.
- QSAM's common stock to cease trading on OTCQB approximately May 3, 2024, following FINRA corporate action.
- Company renamed Telix QSAM, Inc. under amended and restated certificate of incorporation.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Darren Smith was appointed as Director at QSAM Biosciences, Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
Kevin Richardson and Darren Smith became the directors of the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
C. Richard Piazza departed as Executive Chairman at QSAM Biosciences, Inc..
- Action
- ceased to be an executive officer
- Role
- Executive Chairman
Exact text from the filing
each of Douglas Baum, QSAM's Chief Executive Officer, C. Richard Piazza, QSAM's Executive chairman, Adam King, QSAM's Chief Financial Officer, and Christopher Nelson, QSAM's General Counsel, ceased to be an executive officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas R. Baum resigned as Director at QSAM Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
C. Richard Piazza, Douglas R. Baum, Charles J. Link, Jr., Adriann Sax, each resigned and ceased serving as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Richardson was appointed as Director at QSAM Biosciences, Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
Kevin Richardson and Darren Smith became the directors of the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas R. Baum departed as Chief Executive Officer at QSAM Biosciences, Inc..
- Action
- ceased to be an executive officer
- Role
- Chief Executive Officer
Exact text from the filing
each of Douglas Baum, QSAM's Chief Executive Officer, C. Richard Piazza, QSAM's Executive chairman, Adam King, QSAM's Chief Financial Officer, and Christopher Nelson, QSAM's General Counsel, ceased to be an executive officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Nelson departed as General Counsel at QSAM Biosciences, Inc..
- Action
- ceased to be an executive officer
- Role
- General Counsel
Exact text from the filing
each of Douglas Baum, QSAM's Chief Executive Officer, C. Richard Piazza, QSAM's Executive chairman, Adam King, QSAM's Chief Financial Officer, and Christopher Nelson, QSAM's General Counsel, ceased to be an executive officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adam King departed as Chief Financial Officer at QSAM Biosciences, Inc..
- Action
- ceased to be an executive officer
- Role
- Chief Financial Officer
Exact text from the filing
each of Douglas Baum, QSAM's Chief Executive Officer, C. Richard Piazza, QSAM's Executive chairman, Adam King, QSAM's Chief Financial Officer, and Christopher Nelson, QSAM's General Counsel, ceased to be an executive officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles J. Link, Jr. resigned as Director at QSAM Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
C. Richard Piazza, Douglas R. Baum, Charles J. Link, Jr., Adriann Sax, each resigned and ceased serving as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adriann Sax resigned as Director at QSAM Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
C. Richard Piazza, Douglas R. Baum, Charles J. Link, Jr., Adriann Sax, each resigned and ceased serving as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
C. Richard Piazza resigned as Director at QSAM Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
C. Richard Piazza, Douglas R. Baum, Charles J. Link, Jr., Adriann Sax, each resigned and ceased serving as directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
QSAM Biosciences, Inc.: Amended and restated bylaws in the form of Merger Sub I's bylaws with name change.
- Change
- bylaw amendment
Exact text from the filing
At the First Effective Time, QSAM’s Amended and Restated Bylaws were amended and restated in the form of the bylaws of Merger Sub I as in effect immediately prior to the First Effective Time (with appropriate name change) (" Second Amended and Restated Bylaws ").
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
QSAM Biosciences, Inc.: Amended and restated certificate of incorporation, renaming the company to Telix QSAM, Inc.
- Change
- charter amendment
Exact text from the filing
At First Effective Time, QSAM’s Amended and Restated Certificate of Incorporation was amended and restated, pursuant to which QSAM was renamed to Telix QSAM, Inc. (" Second Amended and Restated Certificate of Incorporation ").
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
QSAM Biosciences, Inc. underwent a change of control involving Telix Pharmaceuticals Limited for USD $33.1 million, reduced by certain expenses, indebtedness, change-of-control bonuses, and other payables, plus contingent value rights representing up to USD (closed 2024-05-02).
- Action
- change of control
- Counterparty
- Telix Pharmaceuticals Limited
- Consideration
- USD $33.1 million, reduced by certain expenses, indebtedness, change-of-control bonuses, and other payables, plus contingent value rights representing up to USD
- Closing
- 2024-05-02
Exact text from the filing
Pursuant to the terms of the Merger Agreement and the Reverse Split, the aggregate consideration paid by Telix pursuant to the Merger and the Reverse Split was equal to: (i) USD $33.1 million, reduced by (a) the amount of certain of QSAM’s unpaid expenses, indebtedness, change-of-control bonuses, and other payables as of the closing of the Merger, (b) a fee equal to
View on SEC.gov
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