Item 3.02 Unregistered Sales of Equity Securities
On March 31, 2023, QSAM Biosciences, Inc.'s (the "Company") completed its PIPE
or Private Investment in Public Equity offering, initially announced on the
Company's Form 8-K filed on October 6, 2022 (the "Offering"). The Company sold
381,500 units ("Units") wherein each unit consists of one share of Common Stock
and one warrant ("Warrant") exercisable for one share of Common Stock, at an
offering price of $4.50 per Unit. The Warrants are exercisable for two years at
an exercise price of $6.00 per share. The Company did not engage a placement
agent to conduct the sales.
On March 31, 2023, the Company's Board of Directors (the "Board") approved a
re-pricing of the exercise price of all the Warrants issued in the Offering, so
as to encourage immediate exercise thereof and to raise additional capital. The
Board approved a reduction to the Warrant exercise price to $3.00 per share,
pursuant to which all Warrant Holders exercised a total of 381,500 Warrants to
purchase one share of Common Stock per Warrant. Inclusive of the initial sale of
the Unit and exercise of all Warrants, the Company raised aggregate proceeds of
approximately $2.8 million, which includes approximately $340,000 of
subscription receivables as of March 31, 2023.
Further, to reduce the Company's debt burden, and to improve its balance sheet
and equity position, the Board also approved a reduction in the conversion price
of its outstanding convertible notes, which are scheduled to mature in December
2023, including accrued interest (the "Notes"), to $3.50. As of March 31, 2023,
the Company received conversion notices for all the outstanding Notes,
consisting of $480,000 in principal and approximately $40,000 in accrued
interest, pursuant to which the Company issued 148,621 shares of Common Stock.
The Company also issued 15,831 shares to two Note Holders who had recently
converted at a higher price, to make them whole. As of April 1, 2023, the
Company has no Notes outstanding.
All securities issued in the foregoing transactions were sold pursuant to an
exemption from registration under Section 4(a)(2) and Regulation D of the
Securities Act of 1933 (the "Securities Act"). Securities issued in the Offering
have not been registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements. All investors were accredited, as defined in the
Securities Act.
© Edgar Online, source Glimpses
QSAM BIOSCIENCES, INC. 
