{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-017523","form_type":"8-K","ticker":null,"cik":"0001310527","company_name":"QSAM Biosciences, Inc.","filed_at":"2024-05-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:17.791623+00:00","generated_at":"2026-06-03T00:06:19.288608+00:00","sec_items":["2.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"QSAM Biosciences acquired by Telix; shareholders get 1,744 Telix shares + 2,000 CVRs per share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-017523","json":"https://secwatch.observer/filing/0001493152-24-017523.json","markdown":"https://secwatch.observer/filing/0001493152-24-017523.md","text":"https://secwatch.observer/filing/0001493152-24-017523.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-03T00:06:19.288608+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2532836c2e","claim":"Darren Smith was appointed as Director at QSAM Biosciences, Inc..","evidence_excerpt":"Kevin Richardson and Darren Smith became the directors of the surviving corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became director"},{"label":"Role","value":"Director"}]},{"claim_id":"391df9e284","claim":"C. Richard Piazza departed as Executive Chairman at QSAM Biosciences, Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be an executive officer"},{"label":"Role","value":"Executive Chairman"}]},{"claim_id":"3ac0b3840e","claim":"Douglas R. Baum resigned as Director at QSAM Biosciences, Inc..","evidence_excerpt":"C. Richard Piazza, Douglas R. Baum, Charles J. 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Baum departed as Chief Executive Officer at QSAM Biosciences, Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be an executive officer"},{"label":"Role","value":"Chief Executive Officer"}]},{"claim_id":"76900e99af","claim":"Christopher Nelson departed as General Counsel at QSAM Biosciences, Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be an executive officer"},{"label":"Role","value":"General Counsel"}]},{"claim_id":"bf7114dd95","claim":"Adam King departed as Chief Financial Officer at QSAM Biosciences, Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be an executive officer"},{"label":"Role","value":"Chief Financial Officer"}]},{"claim_id":"d79dcaee94","claim":"Charles J. Link, Jr. resigned as Director at QSAM Biosciences, Inc..","evidence_excerpt":"C. Richard Piazza, Douglas R. Baum, Charles J. Link, Jr., Adriann Sax, each resigned and ceased serving as directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}]},{"claim_id":"d7fabf174c","claim":"Adriann Sax resigned as Director at QSAM Biosciences, Inc..","evidence_excerpt":"C. Richard Piazza, Douglas R. Baum, Charles J. Link, Jr., Adriann Sax, each resigned and ceased serving as directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}]},{"claim_id":"f5b7f61d2c","claim":"C. Richard Piazza resigned as Director at QSAM Biosciences, Inc..","evidence_excerpt":"C. Richard Piazza, Douglas R. Baum, Charles J. Link, Jr., Adriann Sax, each resigned and ceased serving as directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}]},{"claim_id":"419da794fc420bcce09e16624a9a76e32b8e154f","claim":"QSAM Biosciences, Inc.: Amended and restated bylaws in the form of Merger Sub I's bylaws with name change.","evidence_excerpt":"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 \").","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}]},{"claim_id":"7ad7a52b9b19f1a0422a7e776a4ff015f16a9833","claim":"QSAM Biosciences, Inc.: Amended and restated certificate of incorporation, renaming the company to Telix QSAM, Inc.","evidence_excerpt":"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 \").","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}]},{"claim_id":"446fac4289d68888a9bba1beac9558c56de8af47","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Telix Pharmaceuticals Limited"},{"label":"Consideration","value":"USD $33.1 million, reduced by certain expenses, indebtedness, change-of-control bonuses, and other payables, plus contingent value rights representing up to USD"},{"label":"Closing","value":"2024-05-02"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}