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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to QSAM Biosciences, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2024 TELIX QSAM, INC. (Exact name of registrant as specified in its charter) Delaware 001-41337 20-1602779 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-41337 Telix QSAM, Inc. (Formerly QSAM Biosciences, Inc.) (Exact name of |
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| May 2, 2024 |
QSAM / QSAM Biosciences, Inc. / Checkmate Strategic Capital 2, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* QSAM Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74738N 301 (CUSIP Number) Joseph Teltser 595 E. Colorado Blvd., Suite 530 Pasadena CA 91101 (626) 365-1597 (Name, Address and Telephone Number of Person Authorized to Rec |
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| May 2, 2024 |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TELIX QSAM, INC. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TELIX QSAM, INC. First: The name of the corporation is: Telix QSAM, Inc. (the “Corporation”). Second: The address of the Corporation’s registered office in the State of Delaware is 800 North State Street, Suite 304, in the City of Dover, County of Kent, 19901. The name of its registered agent at that address is United Corporat |
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| May 2, 2024 |
QSAM / QSAM Biosciences, Inc. / Strategic Planning Assets Ltd Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* QSAM Biosciences, Inc. (Name of Issuer) Common Stock par value of $.0001 (Title of Class of Securities) 74738N 301 (CUSIP Number) May 2, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| May 2, 2024 |
QSAM / QSAM Biosciences, Inc. / GSB Holdings, Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* QSAM Biosciences, Inc. (Name of Issuer) Common Stock par value of $.0001 per share (Title of Class of Securities) 74738N 301 (CUSIP Number) May 2, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| May 2, 2024 |
BY-LAWS TELIX QSAM, INC. TABLE OF CONTENTS Exhibit 3.2 BY-LAWS OF TELIX QSAM, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings. 3 1.11 Action without Meeting. 4 ARTICLE II DIRECTORS 2.1 General Powers 5 2.2 Number, Election |
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| May 2, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2024 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41337 20-1602779 (State or other jurisdiction of incorporation) (Commission File |
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| May 2, 2024 |
Joint Filing Agreement Pursuant to Rule 13d-1 EX-1 2 ex1.htm Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1 This Joint Filing Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and between the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the |
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| May 2, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO the Amended and Restated CERTIFICATE OF INCORPORATION OF QSAM Biosciences, inc. * * * * * QSAM Biosciences, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), hereby certifies as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends t |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement QSAM BIOSCIENCES, INC. (Name of Regi |
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| April 1, 2024 |
CALCULATION OF FILING FEE TABLES Schedule 14C QSAM Biosciences, Inc. Table 1: Transaction Value Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14C QSAM Biosciences, Inc. Table 1: Transaction Value Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid $ 37,897,376.98 (1)(2)(3) 0.00014760 $ 5,593.65(4) Fees Previously Paid Total Transaction Valuation $ 37,897,376.98 Total Fees Due for Filing $ 5,593.65 Total Fees Previously Paid Total Fee Offsets |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement QSAM BIOSCIENCES, INC. (Name of Regi |
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| March 20, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended: December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended: QSAM Biosciences, Inc. (Exact name of Registrant as specified in its Charter) |
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| March 20, 2024 |
Exhibit 21.1 Subsidiaries QSAM Therapeutics, Inc., a Texas corporation Q2Power Corp., a Delaware corporation (dissolved as of January 11, 2024) |
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| March 20, 2024 |
Exhibit 19 QSAM Biosciences, Inc. Policy on Insider Trading This Insider Trading Policy describes the standards of QSAM Biosciences, Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: the first part |
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| February 20, 2024 |
QSAM / QSAM Biosciences, Inc. / Checkmate Strategic Capital 2, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) QSAM Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74738N202 (CUSIP Number) Joseph Teltser 595 E. Colorado Blvd., Suite 530 Pasadena CA 91101 (626) 365-1597 (Name, Address and Telephone Number of Person Authorized to Recei |
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| February 20, 2024 |
QSAM / QSAM Biosciences, Inc. / Strategic Planning Assets Ltd Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* QSAM Biosciences, Inc. (Name of Issuer) Common Stock par value of $.0001 (Title of Class of Securities) 74738N202 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 20, 2024 |
EX-1 2 ex1.htm Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1 This Joint Filing Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and between the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the |
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| February 15, 2024 |
QSAM / QSAM Biosciences, Inc. / GSB Holdings, Inc. Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* QSAM Biosciences, Inc. (Name of Issuer) Common Stock par value of $.0001 per share (Title of Class of Securities) 74738N103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 7, 2024 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41337 20-1602779 (State or other jurisdiction (Commission File (IRS Employe |
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| February 8, 2024 |
QSAM Biosciences Signs Definitive Agreement to be Acquired by Telix Pharmaceuticals Exhibit 99.1 QSAM Biosciences Signs Definitive Agreement to be Acquired by Telix Pharmaceuticals Austin, TX; February 7, 2024 – QSAM Biosciences Inc. (OTCQB: QSAM) (“QSAM or the “Company”) has signed a definitive Agreement and Plan of Merger (the “Agreement”) providing for the acquisition of the Company by Telix Pharmaceuticals Limited (ASX: TLX) (“Telix”). Pursuant to the Agreement, QSAM stockhol |
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| February 8, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of February 7, 2024 by and among Telix Pharmaceuticals Limited, CYCLONE Merger Sub I, Inc., CYCLONE Merger Sub II, Inc., QSAM BIOSCIENCES, INC. and DAVID H. CLARKE TABLE OF CONTENTS Page ARTICLE I. CERTAIN DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 17 ARTICLE II. THE MERGER; CLOSING 18 2.1 First Merger and Second Merger 18 2.2 Effects of the |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 11, 2024 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41337 20-1602779 (State or other jurisdiction (Commission File (IRS Employe |
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| November 14, 2023 |
Exhibit 99.1 QSAM Biosciences Signs Term Sheet to be Acquired by Telix Pharmaceuticals; Receives $2 Million Pre-Closing Collaboration and Option Fee Austin, TX; November 14, 2023 – QSAM Biosciences Inc. (OTCQB: QSAM), a company developing therapeutic radiopharmaceuticals for the treatment of primary and secondary bone cancer and related conditions, has signed a non-binding term sheet (the “Term Sh |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 14, 2023 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41337 20-1602779 (State or other jurisdiction (Commission File (IRS Employ |
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| November 13, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: QSAM Biosciences, Inc. (Exact name of Registrant a |
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| September 29, 2023 |
Form of Securities Purchase Agreement EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT QSAM BIOSCIENCES - COMMON STOCK This Securities Purchase Agreement (this “Securities Purchase Agreement” or “Agreement”), between QSAM Biosciences Inc., a Delaware corporation, (the “Company”) and the purchaser(s) set forth below (the “Purchaser”), is dated as of the date signed by the Company (the Effective Date”). The Company and the Purchasers may be r |
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| September 29, 2023 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 29, 2023 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41337 20-1602779 (State or other jurisdiction (Commission File (IRS Emplo |
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| August 16, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 16, 2023 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-41337 20-1602779 (State or other jurisdiction (Commission File (IRS Employer |
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| August 16, 2023 |
QSAM Biosciences Provides Update to Shareholders on Phase 1 Progress and Preliminary Clinical Data Exhibit 99.1 QSAM Biosciences Provides Update to Shareholders on Phase 1 Progress and Preliminary Clinical Data AUSTIN, Texas, August 16, 2023 – QSAM Biosciences Inc. (OTCQB: QSAM), a company developing next-generation therapeutic radiopharmaceuticals, including Samarium-153-DOTMP (CycloSam®), for the treatment of bone cancer and related diseases, today issued the following letter to its sharehold |
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| August 14, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: QSAM Biosciences, Inc. (Exact name of Registrant as spe |
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| June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 23, 2023 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41337 20-1602779 (State or other jurisdiction (Commission File (IRS Employer o |
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| May 15, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: QSAM Biosciences, Inc. (Exact name of Registrant as sp |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 12, 2023 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41337 20-1602779 (State or other jurisdiction (Commission File (IRS Employer of |
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| May 12, 2023 |
Letter to Securities and Exchange Commission from D. Brooks and Associates, CPAs, P.A. Exhibit 16 May 12, 2023 U.S. Securities and Exchange Commission 100 F. Street Washington, DC 20549 Ladies and Gentlemen: Re: QSAM Biosciences, Inc. (the “Company”) Commission File No. 001-41337 We have read the statements of the Company pertaining to our firm included in Item 4.01 of the Form 8-K dated May 12, 2023 and are in agreement with the statements contained in that document pertaining to o |
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| April 11, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 10, 2023 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-41337 20-1602779 (State or other jurisdiction (Commission File (IRS Employer |
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| April 11, 2023 |
QSAM Biosciences, Inc. corporate presentation, dated April 10, 2023. Exhibit 99.1 |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 31, 2023 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41337 20-1602779 (State or other jurisdiction (Commission File (IRS Employer |
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| March 30, 2023 |
Exhibit 21.1 Subsidiaries QSAM Therapeutics, Inc., a Texas corporation Q2Power Corp., a Delaware corporation (inactive) |
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| March 30, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended: December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended: QSAM Biosciences, Inc. (Exact name of Registrant as specified in its Charter) |
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| March 22, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 22, 2023 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-41337 20-1602779 (State or other jurisdiction (Commission File (IRS Employer |
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| March 22, 2023 |
QSAM Biosciences, Inc. corporate presentation, dated March 22, 2023. Exhibit 99.1 |
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| February 14, 2023 |
QSAM / QSAM Biosciences, Inc. / GSB Holdings, Inc. Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* QSAM Biosciences, Inc. (Name of Issuer) Common Stock par value of $.0001 per share (Title of Class of Securities) 74738N103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| January 25, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 25, 2023 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41337 20-1602779 (State or other jurisdiction (Commission File (IRS Employe |
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| January 25, 2023 |
QSAM Biosciences, Inc. corporate presentation, dated January 25, 2023. Exhibit 99.1 |
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| January 10, 2023 |
QSAM Biosciences Provides 2022 Update and 2023 Milestones to Shareholders Exhibit 99.1 QSAM Biosciences Provides 2022 Update and 2023 Milestones to Shareholders AUSTIN, Texas, January 10, 2023 – QSAM Biosciences Inc. (OTCQB: QSAM), a company developing next-generation therapeutic radiopharmaceuticals, including Samarium-153-DOTMP (CycloSam®), for the treatment of bone cancer and related diseases, today provides the following update to shareholders regarding progress mad |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 10, 2023 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41337 20-1602779 (State or other jurisdiction (Commission (IRS Employer of |
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| November 18, 2022 |
EX-10.3 4 ex10-3.htm Exhibit 10.3 AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT #1 dated November 14, 2022 (the “Amendment”) to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 6, 2021, by and between QSAM Biosciences, Inc. (the “Company”), and Christopher Nelson (the “Executive”). RECITALS WHEREAS, the Company and the Executive agree |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 14, 2022 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employ |
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| November 18, 2022 |
Exhibit 10.1 AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT #1 dated November 14, 2022 (the ?Amendment?) to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of December 6, 2021, by and between QSAM Biosciences, Inc. (the ?Company?), and C. Richard Piazza (the ?Executive?). RECITALS WHEREAS, the Company and the Executive agree that it is in the best |
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| November 18, 2022 |
Exhibit 10.2 AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT #1 dated November 14, 2022 (the ?Amendment?) to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of December 6, 2021, by and between QSAM Biosciences, Inc. (the ?Company?), and Douglas R. Baum (the ?Executive?). RECITALS WHEREAS, the Company and the Executive agree that it is in the best i |
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| November 18, 2022 |
Amendment to Employment Agreement for the Company’s VP Operation dated November 14, 2022 Exhibit 10.4 AMENDMENT #1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT #1 dated November 14, 2022 (the ?Amendment?) to the EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of December 6, 2021, by and between QSAM Biosciences, Inc. (the ?Company?), and Namrata Chand (the ?Executive?). RECITALS WHEREAS, the Company and the Executive agree that it is in the best interest of the Company and its shareholders |
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| November 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 15, 2022 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employ |
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| November 15, 2022 |
Exhibit 99.1 QSAM Biosciences Reports Third Quarter 2022 Financial Results and Provides Corporate Update Further Progress Demonstrated in Clinical Program Evaluating CycloSam? Radiopharmaceutical Drug Candidate for Treatment of Metastatic Bone Cancer AUSTIN, Texas, November 15, 2022 ? QSAM Biosciences Inc. (OTCQB: QSAM), a company developing next-generation therapeutic radiopharmaceuticals, includ |
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| November 14, 2022 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: QSAM Biosciences, Inc. (Exact name of Registrant a |
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| October 6, 2022 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 30, 2022 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Emplo |
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| October 6, 2022 |
Form of Common Stock Warrant (incorporated by reference to the Form 8-K dated September 30, 2022) EXHIBIT 10.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURI |
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| October 6, 2022 |
EXHIBIT 10.1 FORM OF SECURITIES PURCHASE AGREEMENT COMMON STOCK AND WARRANT UNIT This Securities Purchase Agreement (this ?Securities Purchase Agreement? or ?Agreement?), between QSAM Biosciences Inc., a Delaware corporation, (the ?Company?) and the purchaser(s) set forth below (the ?Purchaser?), is dated as of the date signed by the Company (the Effective Date?). The Company and the Purchasers ma |
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| August 16, 2022 |
Exhibit 99.1 QSAM Biosciences Reports Second Quarter 2022 Financial Results and Provides Corporate Update Progress Shown in Phase 1 Clinical Program Evaluating CycloSam? Radiopharmaceutical Drug Candidate for Treatment of Metastatic Bone Cancer AUSTIN, Texas, August 16, 2022 ? QSAM Biosciences Inc. (OTCQB: QSAM), a company developing next-generation therapeutic radiopharmaceuticals, including Sama |
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| August 16, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 16, 2022 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employer |
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| August 15, 2022 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: QSAM Biosciences, Inc. (Exact name of Registrant as spe |
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| May 17, 2022 |
Exhibit 99.1 QSAM Biosciences Reports First Quarter 2022 Financial Results and Provides Corporate Update Dosed First Patient in Phase 1 Clinical Program Evaluating CycloSam? Radiopharmaceutical Drug Candidate for Treatment of Metastatic Bone Cancer Austin, TX; May 17, 2022 ? QSAM Biosciences Inc. (OTCQB: QSAM), a company developing next-generation therapeutic radiopharmaceuticals, including Samari |
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| May 17, 2022 |
QSAM Biosciences, Inc. 9442 Capital of Texas Hwy N. Plaza 1, Suite 500 Austin, Texas 78759 May 16, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: QSAM Biosciences, Inc. Request to Withdraw Registration Statement on Form S-1 File No. 333-261735 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 193 |
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| May 17, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 17, 2022 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employer of |
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| May 16, 2022 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: QSAM Biosciences, Inc. (Exact name of Registrant as sp |
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| April 4, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) QSAM Biosciences, Inc. |
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| April 4, 2022 |
As filed with the Securities and Exchange Commission on April 4, 2022 As filed with the Securities and Exchange Commission on April 4, 2022 Registration Statement No. |
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| April 1, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) QSAM Biosciences, Inc. |
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| April 1, 2022 |
As filed with the Securities and Exchange Commission on April 1, 2022 As filed with the Securities and Exchange Commission on April 1, 2022 Registration Statement No. |
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| April 1, 2022 |
Form of Underwriting Agreement EX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT between QSAM BIOSCIENCES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters QSAM BIOSCIENCES, INC. UNDERWRITING AGREEMENT New York, New York [●], 2022 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Fl New York, NY 10004 Ladies and Gentlemen: The unders |
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| April 1, 2022 |
Exhibit 4.6 ANNEX C [FORM OF CERTIFICATED WARRANT] COMMON STOCK PURCHASE WARRANT QSAM BIOSCIENCES, INC. Warrant Shares: Initial Exercise Date: , 2022 Issue Date: , 2022 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter |
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| April 1, 2022 |
Amended and Restated Bylaws Dated March 23, 2022 Exhibit 3.6 AMENDED AND RESTATED BYLAWS OF QSAM BIOSCIENCES INC. a Delaware Corporation (hereinafter called the ?Corporation?) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Amended and Restated Certificate of Incorporation of the Corporation (as amended and restated from time to time, the ?Certificate of Incorporation?). S |
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| April 1, 2022 |
Exhibit 4.4 EXHIBIT B Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HU |
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| April 1, 2022 |
Form of the Warrant Agent Agreement with Transfer Online, Inc. Exhibit 10.20 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this ?Warrant Agreement?) dated as of , 2022 (the ?Issuance Date?) between QSAM BioSciences, Inc. a company incorporated under the laws of the State of Delaware (the ?Company?), and Transfer Online, Inc. (the ?Warrant Agent?). RECITALS WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dat |
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| March 29, 2022 | ||
| March 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 20-1602779 (State of incorporation or organization) (IRS Employer Identification No.) 9442 Capital of Texas |
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| March 24, 2022 |
As filed with the Securities and Exchange Commission on March 23, 2022 As filed with the Securities and Exchange Commission on March 23, 2022 Registration Statement No. |
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| March 24, 2022 |
Exhibit 4.6 ANNEX C [FORM OF CERTIFICATED WARRANT] COMMON STOCK PURCHASE WARRANT QSAM BIOSCIENCES, INC. Warrant Shares: Initial Exercise Date: , 2022 Issue Date: , 2022 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter |
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| March 24, 2022 |
EX-FILING FEES 9 ex107.htm Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) QSAM Biosciences, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fees Previously Pa |
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| March 24, 2022 |
EX-4.4 4 ex4-4.htm Exhibit 4.4 EXHIBIT B Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR |
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| March 24, 2022 |
Form of the Warrant Agent Agreement with Transfer Online, Inc. Exhibit 10.20 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this ?Warrant Agreement?) dated as of , 2022 (the ?Issuance Date?) between QSAM BioSciences, Inc. a company incorporated under the laws of the State of Delaware (the ?Company?), and Transfer Online, Inc. (the ?Warrant Agent?). RECITALS WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dat |
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| March 24, 2022 |
Form of Underwriting Agreement EX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT between QSAM BIOSCIENCES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters QSAM BIOSCIENCES, INC. UNDERWRITING AGREEMENT New York, New York [●], 2022 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Fl New York, NY 10004 Ladies and Gentlemen: The unders |
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| March 24, 2022 |
Exhibit 3.6 AMENDED AND RESTATED BYLAWS OF QSAM BIOSCIENCES INC. a Delaware Corporation (hereinafter called the ?Corporation?) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Amended and Restated Certificate of Incorporation of the Corporation (as amended and restated from time to time, the ?Certificate of Incorporation?). S |
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| March 10, 2022 |
EX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT between QSAM BIOSCIENCES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters QSAM BIOSCIENCES, INC. UNDERWRITING AGREEMENT New York, New York [●], 2022 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Fl New York, NY 10004 Ladies and Gentlemen: The unders |
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| March 10, 2022 |
As filed with the Securities and Exchange Commission on March 10, 2022 As filed with the Securities and Exchange Commission on March 10, 2022 Registration Statement No. |
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| March 10, 2022 |
Exhibit 21 List of Subsidiaries QSAM Therapeutics Inc., a Texas Corporation Q2Power Corp., a Delaware Corporation (inactive) |
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| March 10, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) QSAM Biosciences, Inc. |
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| March 10, 2022 |
Exhibit 4.5 PRE-FUNDED COMMON STOCK PURCHASE WARRANT QSAM BIOSCIENCES, INC. Warrant Shares: Issue Date: [?], 20 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and unti |
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| March 10, 2022 |
EX-3.2 3 ex3-2.htm Exhibit 3.2 |
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| March 10, 2022 |
EX-99.1 10 ex99-1.htm EXHIBIT 99.1 CONSENT TO BE NAMED I hereby confirm my consent to being named as a person who will become a director of QSAM Biosciences, Inc. (the “Company”), in the Registration Statement on Form S-1, including any and all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which registration is sough |
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| March 10, 2022 |
Exhibit 3.3 |
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| March 10, 2022 |
Exhibit 14 QSAM Biosciences, Inc. Code of Business Conduct and Ethics This Code of Business Conduct and Ethics (the ?Code?) sets forth legal and ethical standards of conduct for directors, officers and employees of QSAM Biosciences, Inc. and its subsidiaries (the ?Company?). This Code is intended to: (i) promote honest and ethical conduct, including the ethical handling of actual or apparent confl |
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| March 9, 2022 |
QSAM Biosciences Announces Reverse Stock Split Effective March 10, 2022 EXHIBIT 99.1 QSAM Biosciences Announces Reverse Stock Split Effective March 10, 2022 Austin, Texas, March 9, 2022 ? QSAM Biosciences, Inc. (the ?Company?) (OTCQB: QSAM), a company developing next-generation therapeutic radiopharmaceuticals, including Samarium-153-DOTMP (CycloSam?), for the treatment of cancer and related diseases, announced that a 1-for-40 reverse stock split of the Company?s comm |
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| March 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 4, 2022 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employer o |
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| March 9, 2022 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF the Amended and Restated CERTIFICATE OF INCORPORATION OF QSAM Biosciences, inc. * * * * * QSAM Biosciences, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (?DGCL?), hereby certifies as follows: 1. This Certificate of Amendment (the ?Certificate of Amendment?) amends t |
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| March 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 2, 2022 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employer o |
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| March 4, 2022 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) by and between QSAM Biosciences, Inc., a Delaware corporation with an address of 9442 Capital of Texas Hwy N, Plaza 1, Suite 500, Austin, TX 78759 (the ?Company?), and Adam King with a current residence located in Wendell NC (the ?Executive?) is dated as of March 3, 2022. RECITALS WHEREAS, the Company desires to continue to |
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| February 24, 2022 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended: December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended: QSAM Biosciences, Inc. (Exact name of Registrant as specified in its Charter) |
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| February 24, 2022 |
EX-14 2 ex14.htm Exhibit 14 QSAM Biosciences, Inc. Code of Business Conduct and Ethics This Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of conduct for directors, officers and employees of QSAM Biosciences, Inc. and its subsidiaries (the “Company”). This Code is intended to: (i) promote honest and ethical conduct, including the ethical handling of actual |
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| February 24, 2022 |
EX-21.1 3 ex21-1.htm Exhibit 21.1 Subsidiaries QSAM Therapeutics, Inc., a Texas corporation Q2Power Corp., a Delaware corporation |
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| January 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 24, 2022 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employe |
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| January 28, 2022 |
Exhibit 10.1 Independent Director Compensation Annual Retainer $ 30,000 Audit Committee Chair $ 20,000 Compensation Committee Chair $ 15,000 Nominating & Governance Committee Chair $ 10,000 Committee Members: Audit $ 7,500 Compensation $ 5,000 Nominating $ 3,500 Initial Equity Signing 250,000 options at market price with multi-year vesting Annual Stock Options At discretion of Compensation Committ |
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| January 28, 2022 |
QSAM Biosciences Appoints Adriann Sax to Board of Directors Exhibit 99.1 QSAM Biosciences Appoints Adriann Sax to Board of Directors Austin, TX; January 25, 2022 ? QSAM Biosciences Inc. (OTCQB: QSAM), a company developing next-generation therapeutic radiopharmaceuticals, including Samarium-153-DOTMP (CycloSam?), for the treatment of cancer and related diseases, today announces the appointment of Adriann Sax to the QSAM Biosciences Board of Directors. Ms. S |
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| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement QSAM BIOSCIENCES, INC. (Name of Regi |
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| January 5, 2022 |
QSAM / QSAM Biosciences, Inc. / GSB Holdings, Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* QSAM Biosciences, Inc. (Name of Issuer) Common Stock par value of $.0001 (Title of Class of Securities) 74738N103 (CUSIP Number) October 15, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| January 5, 2022 |
QSAM / QSAM Biosciences, Inc. / Strategic Planning Assets Ltd Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* QSAM Biosciences, Inc. (Name of Issuer) Common Stock par value of $.0001 (Title of Class of Securities) 74738N103 (CUSIP Number) October 15, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| December 17, 2021 |
PRE 14C 1 formpre14-c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement QSAM BIOSC |
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| December 17, 2021 |
EX-21 2 ex21.htm EXHIBIT 21 Subsidiaries of QSAM Biosciences, Inc. QSAM Therapeutics, Inc., a Texas corporation Q2Power Corp., a Delaware corporation |
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| December 17, 2021 |
As filed with the Securities and Exchange Commission on December 17, 2021 As filed with the Securities and Exchange Commission on December 17, 2021 Registration Statement No. |
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| December 10, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION This EXCHANGE Agreement and Plan of Reorganization (this “Agreement”) is adopted and agreed to this 6th day of December, 2021, (the “Effective Date”), by and among QSAM Biosciences, Inc. (“QSAM” the “Corporation”), and the shareholders whose names appear on the signature page and Exhibit A hereof (each a “Shareholder” |
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| December 10, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) by and between QSAM Biosciences, Inc., a Delaware corporation with an address of 9442 Capital of Texas Hwy N, Plaza 1, Suite 500, Austin, TX 78759, (the “Company”), and C. Richard Piazza with a current residence located at 1504 Woodvine Dr., Houston, TX 77055 (th |
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| December 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 6, 2021 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employe |
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| December 10, 2021 |
EX-10.4 5 ex10-4.htm Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) by and between QSAM Biosciences, Inc., a Delaware corporation with an address of 9442 Capital of Texas Hwy N, Plaza 1, Suite 500, Austin, TX 78759, (the “Company”), and Christopher Nelson with a current residence located at 4820 S. Lake Dr., Boynton Beach, FL 334 |
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| December 10, 2021 |
EX-10.3 4 ex10-3.htm Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) by and between QSAM Biosciences, Inc., a Delaware corporation with an address of 9442 Capital of Texas Hwy N, Plaza 1, Suite 500, Austin, TX 78759, (the “Company”), and Douglas R. Baum with a current residence located at 8305 Summerwood Drive, Austin, TX 78759 (t |
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| December 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 5, 2021 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employe |
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| December 8, 2021 |
Form of Convertible Note (incorporated by reference to the Form 8-K dated December 8, 2021) Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO- |
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| December 8, 2021 |
Form of Convertible Promissory Note Purchase Agreement Exhibit 10.2 QSAM BIOSCIENCES INC. CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT This Convertible Promissory Note Purchase Agreement (the ?Agreement?) is made as of , 2021 (the ?Effective Date?) by and among QSAM Biosciences, Inc., a Delaware corporation (the ?Company?), and the person or entity set forth in the signature page hereof (the ?Purchaser?). In consideration of the foregoing, and the r |
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| December 8, 2021 |
Exhibit 10.3 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURI |
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| November 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 24, 2021 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employ |
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| November 30, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 FIRST AMENDMENT Patent and Technology License Agreement and Trademark Assignment Between IGL Pharma, Inc. and QSAM Therapeutics Inc. This Patent and Technology License Agreement and Trademark Assignment Amendment (the “Amendment”) is made and entered into as of November 17, 2021 (the “Effective Date”), by and between IGL Pharma, Inc., a Delaware corporation, (“IGL |
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| November 15, 2021 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: QSAM Biosciences, Inc. (Exact name of Registrant a |
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| October 21, 2021 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 15, 2021 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employe |
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| August 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [] Form 10-K [] Form 20-F [] Form 11-K [ X ] Form 10-Q [] Form N-SAR For Period Ended: June 30, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR |
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| August 17, 2021 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ? QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: QSAM Biosciences, Inc. (Exact name of Registrant as specified |
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| May 21, 2021 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: QSAM Biosciences, Inc. (Exact name of Registrant as speci |
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| May 17, 2021 |
NT 10-Q 1 formnt-10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [] Form 10-K [] Form 20-F [] Form 11-K [ X ] Form 10-Q [] Form N-SAR For Period Ended: March 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Trans |
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| April 20, 2021 |
Other Events, Financial Statements and Exhibits 8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 19, 2021 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission ( |
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| April 20, 2021 |
QSAM Biosciences Issues Letter from CEO on Successful Achievements and Future Milestones for Company Exhibit 99.1 QSAM Biosciences Issues Letter from CEO on Successful Achievements and Future Milestones for Company Austin, TX; April 19, 2021 ? The Chief Executive Officer of QSAM Biosciences Inc. (OTCQB: QSAM), Douglas Baum, provided the following letter to shareholders today: Dear Shareholders: We are pleased to report that 2020 was pivotal year for QSAM Biosciences as we established the foundati |
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| April 15, 2021 |
EX-21.1 2 ex21-1.htm Exhibit 21.1 Subsidiaries QSAM Therapeutics, Inc., a Texas corporation Q2Power Corp., a Delaware corporation |
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| April 15, 2021 |
10-K 1 form10-k.htm United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended: December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended: QSAM Biosciences, Inc. (Exact name of Registrant as s |
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| April 1, 2021 |
NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] |
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| February 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 15, 2021 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission (IRS Employer of |
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| February 18, 2021 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 QSAM Biosciences Appoints Charles J. Link, Jr., M.D., Experienced Biotech Executive and Innovator, to Board of Directors Austin, TX, February 16, 2021 — QSAM Biosciences Inc. (OTCQB: QSAM), a company developing next-generation nuclear medicines for the treatment of cancer and related diseases, announced today that it has appointed Charles J. Link Jr, M.D., to its |
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| February 12, 2021 |
QSAM Biosciences Clarifies Recent Promotional and Trading Activities at the Request of OTC Markets EX-99.1 2 ex99-1.htm Exhibit 99.1 QSAM Biosciences Clarifies Recent Promotional and Trading Activities at the Request of OTC Markets Austin, Texas; February 11, 2021 – QSAM Biosciences Inc. (OTCQB: QSAM) (“QSAM” or the “Company”), today announced that it became aware on February 9, 2021 of certain promotional activities concerning its common stock through notification by Issuer Services at OTC Mar |
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| February 12, 2021 |
Other Events, Financial Statements and Exhibits 8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 11, 2021 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commissio |
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| January 28, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Securities Purchase Agreement” or “Agreement”) is dated as of (the Effective Date”), between QSAM Biosciences Inc., a Delaware corporation, (the “Company”) and the purchaser(s) set forth below (the “Purchaser”). The Company and the Purchasers may be referred to individually, as a “Party” and c |
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| January 28, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH R |
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| January 28, 2021 |
EX-99.1 4 ex99-1.htm Exhibit 99.1 QSAM Biosciences Closes Series B Preferred Private Placement; $2.5 Million in New Capital to Fund Upcoming Clinical Trials Austin, Texas; January 28, 2021 – QSAM Biosciences Inc. (OTCQB: QSAM), a company developing next-generation nuclear medicines for the treatment of cancer and related diseases, announced today the successful closing of its Series B Preferred St |
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| January 28, 2021 |
Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 27, 2021 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission (IRS Employer of |
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| January 26, 2021 |
Joint Filing Agreement Pursuant to Rule 12d-1 Exhibit 1 Joint Filing Agreement Pursuant to Rule 12d-1 This Joint Filing Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and between the parties listed below, each referred to herein as a “Joint Filer. |
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| January 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 QSAM Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74738N 103 (CUSIP Number) Joseph Teltser 595 E. Colorado Blvd., Suite 530 Pasadena CA 91101 (626) 365-1597 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Co |
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| December 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 3, 2020 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission (IRS Employer of |
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| December 31, 2020 |
Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES E-1 Incentive PREFERRED STOCK OF QSAM BIOSCIENCES, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, QSAM Biosciences, Inc. (f/k/a Q2Earth Inc.), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 the |
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| December 31, 2020 |
Exhibit 10.1 FORM OF QSAM BIOSCIENCES, INC. SERIES E-1 INCENTIVE PREFERRED STOCK ISSUANCE AGREEMENT Unless otherwise defined in this Issuance Agreement (the “Agreement”), the terms used herein shall have the meanings as set forth in the QSAM Biosciences, Inc. (the “Company”) Certificate of Designation for the Series E-1 Incentive Preferred Stock (the “Certificate of Designation”). Article I. NOTIC |
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| December 31, 2020 |
Exhibit 3.1 Certificate of Designation of Series B Convertible Preferred Stock of QSAM Biosciences, Inc. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, QSAM Biosciences Inc. (f/k/a Q2 Earth, Inc.), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 th |
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| November 23, 2020 |
10-Q 1 form10-q.htm United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: September 30, 2020 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: QSAM Biosciences, Inc. (Exact name of R |
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| November 16, 2020 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-55148 QSAM BIOSCIENCES, Inc. NOTIFICATION OF LATE FILING Check One: [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report |
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| November 10, 2020 |
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) by and between QSAM Biosciences, Inc., a Delaware corporation with an address of 8305 Summerwood Dr., Austin, TX 78759 (the ?Company?), and Douglas R. Baum with a current residence located at 8305 Summerwood Drive, Austin, TX 78759 (the ?Executive?). RECITALS WHEREAS, the Company desires to secure the employment of the Execu |
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| November 10, 2020 |
Exhibit 10.1 OMNIBUS SEPARATION AGREEMENT This OMNIBUS SEPARATION AGREEMENT (this ?Agreement?), dated as of November 6, 2020 (the ?Effective Date?) is entered into by and between QSAM Biosciences, Inc. (f/k/a Q2Earth, Inc.), a Delaware corporation (?QSAM?), and Earth Property Holdings LLC, a Delaware limited liability company (?EPH?). WHEREAS, the Board of Directors of QSAM previously authorized a |
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| November 10, 2020 |
EX-99.2 6 ex99-2.htm Exhibit 99.2 DISCONTINUED OPERATIONS On November 6, 2020, the Company entered into an Omnibus Separation Agreement with Earth Property Holdings LLC (EPH), a related party, whereby the Company, in effect transferred a segment of its business and the related assets and liabilities to EPH. ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a comp |
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| November 10, 2020 |
Exhibit 99.1 QSAM Biosciences Advances Plan of Separation from Legacy Business Pharmaceutical Industry Experts Assume Leadership Roles at QSAM; Over $4M in Debt Eliminated from Balance Sheet Palm Beach, FL; November 10, 2020 ? QSAM Biosciences Inc. (OTCQB: QSAM) announced today that it has signed an Omnibus Separation Agreement with Earth Property Holdings LLC (?EPH?) to provide for the terminatio |
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| November 10, 2020 |
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) by and between QSAM Biosciences, Inc., a Delaware corporation with an address of 8305 Summerwood Dr., Austin, TX 78759 (the ?Company?), and C. Richard Piazza with a current residence located at 6226 Lindyann Ln., Houston, TX 77008 (the ?Executive?). RECITALS WHEREAS, the Company desires to secure the employment of the Execut |
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| November 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 6, 2020 QSAM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employe |
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| September 11, 2020 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF the Amended and Restated CERTIFICATE OF INCORPORATION OF Q2Earth, INC. * * * * * Q2Earth Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), hereby certifies as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of th |
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| September 11, 2020 |
Exhibit 99.1 Q2Earth Changes Name to QSAM Biosciences, Inc.; Will Commence Trading Under Symbol QSAM in 20 Business Days Palm Beach, FL; September 10, 2020 – Q2Earth Inc. (OTCQB: QPWRD) announced today that it has filed an amendment to its Certificate of Incorporation and has received FINRA approval to change the company’s name to QSAM Biosciences, Inc., and will commence trading under the new sto |
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| September 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 4, 2020 Q2EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-55148 20-1602779 (State or other jurisdiction (Commission File (IRS Employer of inc |
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| August 14, 2020 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: June 30, 2020 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Earth, Inc. (Exact name of Registrant as specified in its Char |
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| May 20, 2020 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: March 31, 2020 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Earth, Inc. (Exact name of Registrant as specified in its Cha |
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| May 15, 2020 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-55148 Q2EARTH, Inc. NOTIFICATION OF LATE FILING Check One: [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K |
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| April 24, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 April 20, 2020 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification |
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| April 24, 2020 |
EXHIBIT 10.2 CONSULTING AND CONFIDENTIALITY AGREEMENT This CONSULTING AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into as of April 20, 2020 (the “Effective Date”), by and between IGL Pharma, Inc., a Delaware corporation (“IGL Pharma”) and QSAM Therapeutics Inc., a Texas corporation (“QSAM”). WHEREAS, capitalized terms used herein and not otherwise defined shall have the meaning asc |
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| April 24, 2020 |
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Patent and Technology License Agreement and Trademark Assignment Between IGL Pharma, Inc. and QSAM Therapeutics Inc. This Patent and Technology License Agreement and Trademark Assignment (the “Agreement”) is made and entered into as of April 20, 2020 (the “Effective Date”), by and between IGL Pharma, Inc., a Delaware corporation, (“IGL Pharma”) having its principa |
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| April 14, 2020 |
Exhibit 21.1 Subsidiaries Q2Power Corp., a Delaware corporation |
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| April 14, 2020 |
QPWR / Q2Power Technologies, Inc 10-K - Annual Report - United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended: December 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended: Q2Earth, Inc. (Exact name of Registrant as specified in its Charter) Dela |
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| March 30, 2020 |
QPWR / Q2Power Technologies, Inc NT 10-K - - U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-55148 Q2EARTH, Inc. NOTIFICATION OF LATE FILING Check One: [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11 |
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| February 7, 2020 |
Submission of Matters to a Vote of Security Holders United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 February 7, 2020 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identificatio |
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| January 17, 2020 |
Q2Earth Appoints Douglas Baum, Senior Biosciences Executive, To Board of Directors Exhibit 99.1 Q2Earth Appoints Douglas Baum, Senior Biosciences Executive, To Board of Directors Palm Beach, FL; January 16, 2020 – Q2Earth, Inc. (OTCQB: QPWR) (the “Company” or “Q2”) announced today that it has appointed Douglas R. Baum to its Board of Directors. Mr. Baum brings to the Company over 28 years of experience in the bioscience and biotech industries, including development, commercializ |
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| January 17, 2020 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 January 17, 2020 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identificatio |
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| January 3, 2020 |
APGR / Anpath Group, Inc. DEF 14A - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P |
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| December 13, 2019 |
December 13, 2019 Christopher Nelson President and General Counsel Q2Earth Inc. 20 Royal Palm Way, Suite 100 Palm Beach, FL 33480 Re: Q2Earth Inc. Preliminary Proxy Statement on Schedule 14A Filed November 5, 2019 File No. 000-55148 Dear Mr. Nelson: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their |
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| December 13, 2019 |
APGR / Anpath Group, Inc. TEXT-EXTRACT - - December 13, 2019 Christopher Nelson President and General Counsel Q2Earth Inc. 20 Royal Palm Way, Suite 100 Palm Beach, FL 33480 Re: Q2Earth Inc. Preliminary Proxy Statement on Schedule 14A Filed November 5, 2019 File No. 000-55148 Dear Mr. Nelson: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their |
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| December 6, 2019 |
APGR / Anpath Group, Inc. PRER14A - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P |
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| December 5, 2019 |
APGR / Anpath Group, Inc. CORRESP - - December 5, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street N.E. Washington, D.C. 20549 Attention: Joseph McCann and Christine Westbrook Re: Comment Letter dated November 20, 2019 regarding Q2 Earth Inc.’s Preliminary Proxy Statement on Schedule 14A Filed on November 5, 2019 bearing File No. 000-55148 Dear Mr. McCann and M |
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| November 20, 2019 |
QPWR / Q2Power Technologies, Inc TEXT-EXTRACT - - November 20, 2019 Christopher Nelson President and General Counsel Q2Earth Inc. 20 Royal Palm Way, Suite 100 Palm Beach, FL 33480 Re: Q2Earth Inc. Preliminary Proxy Statement on Schedule 14A Filed November 5, 2019 File No. 000-55148 Dear Mr. Nelson: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better |
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| November 20, 2019 |
November 20, 2019 Christopher Nelson President and General Counsel Q2Earth Inc. 20 Royal Palm Way, Suite 100 Palm Beach, FL 33480 Re: Q2Earth Inc. Preliminary Proxy Statement on Schedule 14A Filed November 5, 2019 File No. 000-55148 Dear Mr. Nelson: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better |
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| November 14, 2019 |
APGR / Anpath Group, Inc. 10-Q - Quarterly Report - United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: September 30, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Earth, Inc. (Exact name of Registrant as specified in its |
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| November 5, 2019 |
APGR / Anpath Group, Inc. PRE 14A - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P |
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| August 1, 2019 |
APGR / Anpath Group, Inc. 10-Q - Quarterly Report - 10-Q 1 form10-q.htm United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: June 30, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Earth, Inc. (Exact name of Registrant as s |
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| May 22, 2019 |
Transaction Services Agreement dated May 17, 2019 between Q2Earth, Inc. and Community Eco Power LLC Exhibit 10.1 Transaction Services Agreement This Transaction Services Agreement (“Agreement”) is entered into as of May 17, 2019 (the “Effective Date”), by and between Q2Earth, Inc., a Delaware Corporation, having its offices located at 420 Royal Palm Way, Palm Beach, FL 33480 (“Q2E”) and Community Eco Power LLC, a Delaware limited liability company (“CEP”). Recitals WHEREAS, Q2E through its execu |
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| May 22, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 May 17, 2019 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No |
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| May 22, 2019 |
Exhibit 99.1 Q2Earth Signs Services Agreement in Connection with Acquisition of Two Waste-to-Energy Plants in New England Palm Beach, FL; May 21, 2019 - Q2Earth, Inc. (OTCQB: QPWR) (the “Company” or “Q2”) has signed a services agreement to oversee the operational, legal and financial closing of the acquisition of two waste-to-energy plants in New England on behalf of its client, Community Eco Powe |
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| May 14, 2019 |
APGR / Anpath Group, Inc. 10-Q Quarterly Report United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: March 31, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Earth, Inc. (Exact name of Registrant as specified in its Cha |
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| April 2, 2019 |
Other Events, Financial Statements and Exhibits 8-K 1 form8-k.htm United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 April 2, 2019 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number |
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| April 2, 2019 |
Exhibit 99.1 Q2Earth Provides Update Letter to Shareholders on 2018 Operational Results and Value Creation Strategy Palm Beach, FL; April 2, 2019 - Q2Earth, Inc. (OTCQB: QPWR) provided the following letter to shareholders today: Dear Q2Earth Shareholders: We are pleased to provide this summary of progress made by Q2Earth during 2018 and the first quarter of 2019. The information provided in this u |
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| April 1, 2019 |
Exhibit 21.1 Subsidiaries Q2Power Corp., a Delaware corporation |
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| April 1, 2019 |
APGR / Anpath Group, Inc. (Annual Report) United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended: December 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended: Q2Earth, Inc. (Exact name of Registrant as specified in its Charter) Dela |
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| January 23, 2019 |
Exhibit 10.2 EARTH PROPERTY HOLDINGS LLC (Delaware Limited Liability Company) AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated January 16, 2019 THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. BECAUSE SUCH SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED THE |
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| January 23, 2019 |
Financial Statements and Exhibits United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 January 18, 2019 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identificatio |
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| January 23, 2019 |
Letter of EisnerAmper LLP dated January 22, 2019 to the SEC. Exhibit 16.1 January 22, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated January 18, 2019 of Q2Earth, Inc. and are in agreement with the statements contained therein as it regards our firm. We have no basis to agree or disagree with other statements of the registrant contained in Item 4.01. Sincerely, /s |
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| January 23, 2019 |
Exhibit 99.1 Q2Earth, through Affiliated Entity, Completes Acquisition of Leading Organics Composting Company in Austin, Texas Palm Beach, FL; January 23, 2019 - Q2Earth, Inc. (OTCQB: QPWR) (the “Company” or “Q2”) through an affiliated entity called Earth Property Holdings LLC (“Earth Property”) has completed the acquisition of all of the partnership interests of Organics “By Gosh” in Austin, Texa |
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| January 23, 2019 |
Exhibit 10.1 earth property holdings LLC Subscription agreement CLASS B UNITS THE SECURITIES REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERIN |
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| November 14, 2018 |
APGR / Anpath Group, Inc. 10-Q (Quarterly Report) 10-Q 1 form10-q.htm United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: September 30, 2018 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Earth, Inc. (Exact name of Registrant |
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| November 13, 2018 |
Q2Earth, through Affiliated Entity, Completes Acquisition of Leading Company In Residual Waste Management, Composting for Paper Industry Palm Beach, FL; November 13, 2018 - Q2Earth, Inc. |
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| November 13, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 November 9, 2018 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identificatio |
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| November 13, 2018 |
EXHIBIT 10.3 EARTH PROPERTY HOLDINGS LCC (Delaware Limited Liability Company) LIMITED LIABILITY COMPANY AGREEMENT Effective as of November 9, 2018 THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. BECAUSE SUCH SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED THEY MAY NOT B |
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| November 13, 2018 |
EXHIBIT 10.2 EARTH PROPERTY HOLDINGS LLC MANAGEMENT SERVICES AGREEMENT THIS MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made effective as of November 9, 2018 (the “Effective Date”) by and among Q2Earth Inc., a Delaware corporation (“Service Company”), and Earth Property Holdings, LLC, a Delaware limited liability company (the “Company”) on behalf of itself and its subsidiaries set forth on |
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| November 13, 2018 |
EXHIBIT 10.1 Transfer and Assignment Agreement This Transfer and Assignment Agreement (“Agreement”) is entered into as of November 9, 2018 (the “Effective Date”), by and between Q2Earth, Inc., a Delaware Corporation, having its offices located at 420 Royal Palm Way, Palm Beach, FL 33480 (“Q2E”) and Earth Property Holdings LLC, a Delaware limited liability company having its offices located at 400 |
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| August 14, 2018 |
Employment Agreement of David Shields, CFO EXHIBIT 10.01 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 1st day of August, 2018, with an effective payroll date of July 30, 2018, by and between Q2Earth, Inc., a Delaware corporation having its principal place of business in Atlanta, Georgia (the “Company”) and David Shields, a resident of the State of Texas (the “Employee”). W I T N E S S E T H |
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| August 14, 2018 |
APGR / Anpath Group, Inc. 10-Q (Quarterly Report) United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: June 30, 2018 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Earth, Inc. (Exact name of Registrant as specified in its Char |
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| August 6, 2018 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 August 1, 2018 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification |
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| July 31, 2018 |
Stock Purchase Agreement, dated July 27, 20181 EXHIBIT 10.01 stock purchase AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of July 27, 2018, is entered into by and among George B. Wittmer, an individual residing at XXX (“Seller”), and Q2Earth, Inc., a Delaware corporation, or its subsidiary (the “Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein. RECITALS WHEREAS, Seller owns a |
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| July 31, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 July 27, 2018 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification N |
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| July 31, 2018 |
Q2Earth Signs Definitive Agreement to Acquire Leading Company In Residual Waste Management, Composting for Paper Industry Palm Beach, FL; July 31, 2018 - Q2Earth, Inc. |
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| May 15, 2018 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: March 31, 2018 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Earth, Inc. (Exact name of Registrant as specified in its Cha |
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| April 9, 2018 |
Exhibit 21.1 Subsidiaries Q2Power Corp., a Delaware corporation |
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| April 9, 2018 |
APGR / Anpath Group, Inc. 10-K (Annual Report) United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended: December 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended: Q2Earth, Inc. (Exact name of Registrant as specified in its Charter) Dela |
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| April 3, 2018 |
Other Events, Financial Statements and Exhibits United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 April 3, 2018 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification N |
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| April 3, 2018 |
Q2Earth Provides Update Letter to Shareholders on Deal Pipeline, Funding Commitments and Team Exhibit 99.1 Q2Earth Provides Update Letter to Shareholders on Deal Pipeline, Funding Commitments and Team Palm Beach, FL; April 3, 2018 - Q2Earth, Inc. (OTCQB: QPWR) sent the following letter to shareholders today, providing updates about its acquisitions in process, funding and new team members: Dear Q2Earth Shareholders: Happy Spring to all. Fiscal Q2 is shaping up to be an exciting time for Q2 |
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| April 2, 2018 |
APGR / Anpath Group, Inc. NT 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-55148 Q2EARTH, Inc. NOTIFICATION OF LATE FILING Check One: [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11 |
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| November 14, 2017 |
APGR / Anpath Group, Inc. 10-Q (Quarterly Report) United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: September 30, 2017 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Earth, Inc. (Exact name of Registrant as specified in its |
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| August 29, 2017 |
MEMBERSHIP INTEREST PURCHASE AGREEMENT of For Environmental Turnkey Solutions LLC and its Subsidiaries among Anthony Cialone, Anthony Escobedo, and Joseph Vecchio and Q2Earth, Inc. |
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| August 29, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 August 29, 2017 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification |
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| August 28, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P |
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| August 23, 2017 |
EXHIBIT 3.01 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Q2POWER TECHNOLOGIES, INC. Q2Power Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows: FIRST: That at a meeting of the Board of Directors of the Company resolutions were duly adopted setting forth |
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| August 23, 2017 |
8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 August 18, 2017 Date of Report Q2EARTH, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Numb |
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| August 18, 2017 |
Technology Transfer and Assignment Agreement EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Technology Transfer and Assignment Agreement This Technology Transfer and Assignment Agreement (“Agreement”) is entered into as of August 8, 2017 (the “Effective Date”), by and between: Q2Power Corp., a Delaware Corporation, having its offices located at 420 Royal Palm Way, Palm Beach, FL 33480 (“Q2P”) and Phoenix Power Group LLC, a Tennessee limited liability com |
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| August 18, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 August 14, 2017 Date of Report Q2POWER TECHNOLOGIES INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Id |
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| August 14, 2017 |
APGR / Anpath Group, Inc. 10-Q (Quarterly Report) United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: June 30, 2017 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Power Technologies Inc. (Exact name of Registrant as specified |
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| July 12, 2017 |
Q2Power Appoints Kevin M. Bolin as CEO; Experienced Executive to Lead Compost and Soil Business EXHIBIT 99.1 Q2Power Appoints Kevin M. Bolin as CEO; Experienced Executive to Lead Compost and Soil Business Palm Beach, FL; July 11, 2017 - Q2Power Technologies Inc., d/b/a Q2Earth or Q2 (OTCQB: QPWR) announced today that Kevin M. Bolin, Q2?s current Chairman of the Board and an executive with over 25 years of experience in the waste and renewables sectors, has been appointed Chief Executive Offi |
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| July 12, 2017 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 July 10, 2017 Date of Report Q2POWER TECHNOLOGIES INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Iden |
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| June 27, 2017 |
Q2Power Files 10-Q to Regain Current Filing Status; Approved for OTCQB Up-listing Exhibit 99.1 Q2Power Files 10-Q to Regain Current Filing Status; Approved for OTCQB Up-listing Palm Beach, FL; June 26, 2017 - Q2Power Technologies Inc. (OTC: QPWR) filed its Form 10-Q for the period ended March 31, 2017 to regain its current filing status with the SEC, and has received confirmation from The OTC Markets Group that QPWR will be listed again for trading on the OTCQB by Tuesday, June |
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| June 27, 2017 |
Financial Statements and Exhibits, Other Events United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 June 23, 2017 Date of Report Q2POWER TECHNOLOGIES INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Iden |
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| June 23, 2017 |
APGR / Anpath Group, Inc. 10-Q (Quarterly Report) United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: March 31, 2017 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Power Technologies Inc. (Exact name of Registrant as specifie |
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| May 25, 2017 |
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered into this 1st day of April, 2017 (the ?Start Date?), by and between Q2Power Technologies, Inc. |
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| May 25, 2017 |
Exhibit 21.1 Subsidiaries Q2Power Corp. |
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| May 25, 2017 |
Q2POWER TECHNOLOGIES, INC. 2016 OMNIBUS EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are (a) to attract and retain the best available personnel to ensure the Company?s success and accomplish the Company?s goals; (b) to incentivize Officers, Employees, Directors and Consultants with long-term equity-based compensation to align their interests with the Company?s stockhold |
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| May 25, 2017 |
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered into this 1st day of April, 2017, by and between Q2Power Technologies, Inc. |
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| May 25, 2017 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended: December 31, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended: Q2Power Technologies Inc. (Exact name of Registrant as specified in its C |
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| May 15, 2017 |
U U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-55148 Q2POWER TECHNOLOGIES, INC. NOTIFICATION OF LATE FILING Check One: [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repor |
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| May 4, 2017 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 May 1, 2017 Date of Report Q2POWER TECHNOLOGIES INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identi |
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| April 18, 2017 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: September 30, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Power Technologies Inc. (Exact name of Registrant as spec |
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| April 4, 2017 |
Q2Power Closes Initial Tranche of $1,500,000 Bridge Financing Q2Power Closes Initial Tranche of $1,500,000 Bridge Financing To Provide Capital for Growth in the Compost and Soil Sector Palm Beach, FL; April 4, 2017 - Q2Power Technologies Inc. |
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| April 4, 2017 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934 March 31, 2017 Date of Report Q2POWER TECHNOLOGIES INC. (Exact name of Registrant as specified in its Charter) Delaware 000-55148 20-1602779 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Ide |
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| April 4, 2017 |
FORM OF CONVERTIBLE PROMISSORY NOTE FORM OF CONVERTIBLE PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| April 4, 2017 |
Q2POWER TECHNOLOIGES, INC Q2POWER TECHNOLOIGES, INC. SUBSCRIPTION AGREEMENT This Subscription Agreement (the Subscription Agreement) is entered into by and between Q2Power Technologies, Inc., a Delaware corporation (the Company or Q2P), and the Subscriber(s) whose name appears on the signature page to this Subscription Agreement (the Subscriber and, together with other subscribers to the O |
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| April 3, 2017 |
U U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-55148 Q2POWER TECHNOLOGIES, INC. NOTIFICATION OF LATE FILING Check One: [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Re |
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| March 3, 2017 |
United States Securities and Exchange Commission United States Securities and Exchange Commission Washington, D. |
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| March 1, 2017 |
Mail Stop 4631 March 1, 2017 Via E-mail Mr. Christopher Nelson Chief Executive Officer Q2Power Technologies Inc. 1858 Cedar Hill Rd. Lancaster, Ohio 43130 Re: Q2Power Technologies Inc. Form 10-KT for the Fiscal Year Ended December 31, 2015 Filed April 14, 2016 File No. 0-55148 Dear Mr. Nelson: We have completed our review of your filing. We remind you that the company and its management are respon |
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| February 15, 2017 |
United States Securities and Exchange Commission United States Securities and Exchange Commission Washington, D. |
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| February 15, 2017 |
United States Securities and Exchange Commission United States Securities and Exchange Commission Washington, D. |
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| February 15, 2017 |
United States Securities and Exchange Commission United States Securities and Exchange Commission Washington, D. |
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| February 15, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events United States Securities and Exchange Commission United States Securities and Exchange Commission Washington, D. |
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| February 15, 2017 |
Exhibit 99 Exhibit 99.1 February 15, 2017 Dear Shareholders, It has been a while since our last communication, but please be assured that we have been busy at Q2Power. We continue to operate our business with a significantly scaled down budget, as we gear up for the next exciting chapter of Q2P. Management has not stopped pursuing business opportunities for our engine technology. Earlier this year |
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| December 21, 2016 |
Mail Stop 4631 December 21, 2016 Via E-mail Mr. Christopher Nelson Chief Executive Officer Q2Power Technologies Inc. 1858 Cedar Hill Rd. Lancaster, Ohio 43130 Re: Q2Power Technologies Inc. Form 10-KT for the Fiscal Year Ended December 31, 2015 Filed April 14, 2016 Form 10-Q for the Fiscal Quarter Ended March 31, 2016 Filed May 20, 2016 Form 10-Q for the Fiscal Quarter Ended June 30, 2016 Filed Aug |
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| November 14, 2016 |
U U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-55148 Q2POWER TECHNOLOGIES, INC. NOTIFICATION OF LATE FILING Check One: [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition R |
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| August 22, 2016 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: June 30, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Power Technologies Inc. (Exact name of Registrant as specified |
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| August 22, 2016 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period: June 30, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended: Q2Power Technologies Inc. (Exact name of Registrant as specified |
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| August 15, 2016 |
U U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-55148 Q2POWER TECHNOLOGIES, INC. NOTIFICATION OF LATE FILING Check One: [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report |
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| August 15, 2016 |
U U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-55148 Q2POWER TECHNOLOGIES, INC. NOTIFICATION OF LATE FILING Check One: [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report |
