0001493152-24-017510.txt : 20240502 0001493152-24-017510.hdr.sgml : 20240502 20240502103207 ACCESSION NUMBER: 0001493152-24-017510 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240502 FILED AS OF DATE: 20240502 DATE AS OF CHANGE: 20240502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nelson Christopher M. CENTRAL INDEX KEY: 0001529012 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41337 FILM NUMBER: 24906125 MAIL ADDRESS: STREET 1: 420 ROYAL PALM WAY, SUITE #100 CITY: PALM BEACH STATE: FL ZIP: 33480 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TELIX QSAM INC. CENTRAL INDEX KEY: 0001310527 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 201602779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9442 CAPITAL OF TEXAS HWY N STREET 2: PLAZA 1, SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78759 BUSINESS PHONE: 512-343-4558 MAIL ADDRESS: STREET 1: 9442 CAPITAL OF TEXAS HWY N STREET 2: PLAZA 1, SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78759 FORMER COMPANY: FORMER CONFORMED NAME: QSAM Biosciences, Inc. DATE OF NAME CHANGE: 20201106 FORMER COMPANY: FORMER CONFORMED NAME: Q2Earth Inc. DATE OF NAME CHANGE: 20170823 FORMER COMPANY: FORMER CONFORMED NAME: Q2Power Technologies, Inc. DATE OF NAME CHANGE: 20151215 4 1 ownership.xml X0508 4 2024-05-02 1 0001310527 TELIX QSAM INC. QSAM 0001529012 Nelson Christopher M. 9442 CAPITAL OF TEXAS HWY N, PLAZA 1, SUITE 500 AUSTIN TX 78759 0 1 0 0 General Counsel & Executive VP 0 Common Stock 2024-05-02 4 D 0 91 D 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of February 7, 2024, by and among QSAM Biosciences, Inc., a Delaware corporation ("Issuer"), Telix Pharmaceuticals Limited, a public limited company registered under the laws of the Commonwealth of Australia ("Telix"), Cyclone Merger Sub I, Inc. ("Merger Sub I"), a Delaware corporation and a direct, wholly owned subsidiary of Telix, Cyclone Merger Sub II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Telix, and David H. Clarke, as stockholder representative to the QSAM stockholders (the "QSAM Stockholder Representative"), effective May 2, 2024 (the "Effective Time"), Merger Sub I merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Telix. Pursuant to the Merger Agreement, at the Effective Time, each share of Issuer common stock, $0.0001 par value per share, issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 1,744 fully paid and non-assessable ordinary shares of Telix, and (ii) 2,000 non-transferable contingent value rights representing the right to receive one or more contingent payments, if any, upon the achievement of certain milestones, as set forth in the Contingent Value Rights Agreement by and among QSAM, Telix, the QSAM Stockholder Representative, and Equiniti Trust Company, LLC, as the rights agent. At the Effective Time, the closing price of Telix ordinary shares was US$9.62 per share. Accounts for a 1-for-2,000 reverse stock-split effective May 2, 2024. /s/ Christopher Nelson 2024-05-02