--- 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" generated_at: "2026-06-03T00:06:19.288608+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # QSAM Biosciences acquired by Telix; shareholders get 1,744 Telix shares + 2,000 CVRs per share ## Summary - 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. ## SEC filing metadata - accession: 0001493152-24-017523 - form_type: 8-K - cik: 0001310527 - company_name: QSAM Biosciences, Inc. - filed_at: 2024-05-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-017523 - JSON: https://secwatch.observer/filing/0001493152-24-017523.json - Plain text: https://secwatch.observer/filing/0001493152-24-017523.txt ## Key facts - Executive change Darren Smith was appointed as Director at QSAM Biosciences, Inc.. - Action: became director - Role: Director source text: Kevin Richardson and Darren Smith became the directors of the surviving corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - Executive change C. Richard Piazza departed as Executive Chairman at QSAM Biosciences, Inc.. - Action: ceased to be an executive officer - Role: Executive Chairman source text: 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_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - Executive change Douglas R. Baum resigned as Director at QSAM Biosciences, Inc.. - Action: resigned - Role: Director source text: C. Richard Piazza, Douglas R. Baum, Charles J. Link, Jr., Adriann Sax, each resigned and ceased serving as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - Executive change Kevin Richardson was appointed as Director at QSAM Biosciences, Inc.. - Action: became director - Role: Director source text: Kevin Richardson and Darren Smith became the directors of the surviving corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - Executive change Douglas R. Baum departed as Chief Executive Officer at QSAM Biosciences, Inc.. - Action: ceased to be an executive officer - Role: Chief Executive Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - Executive change Christopher Nelson departed as General Counsel at QSAM Biosciences, Inc.. - Action: ceased to be an executive officer - Role: General Counsel source text: 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_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - Executive change Adam King departed as Chief Financial Officer at QSAM Biosciences, Inc.. - Action: ceased to be an executive officer - Role: Chief Financial Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - Executive change Charles J. Link, Jr. resigned as Director at QSAM Biosciences, Inc.. - Action: resigned - Role: Director source text: C. Richard Piazza, Douglas R. Baum, Charles J. Link, Jr., Adriann Sax, each resigned and ceased serving as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - Executive change Adriann Sax resigned as Director at QSAM Biosciences, Inc.. - Action: resigned - Role: Director source text: C. Richard Piazza, Douglas R. Baum, Charles J. Link, Jr., Adriann Sax, each resigned and ceased serving as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - Executive change C. Richard Piazza resigned as Director at QSAM Biosciences, Inc.. - Action: resigned - Role: Director source text: C. Richard Piazza, Douglas R. Baum, Charles J. Link, Jr., Adriann Sax, each resigned and ceased serving as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - Governance Changes QSAM Biosciences, Inc.: Amended and restated bylaws in the form of Merger Sub I's bylaws with name change. - Change: bylaw amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - Governance Changes QSAM Biosciences, Inc.: Amended and restated certificate of incorporation, renaming the company to Telix QSAM, Inc. - Change: charter amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm - M&A Transactions 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1310527/000149315224017523/0001493152-24-017523-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.