Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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 pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| Schedule 13G | Page 2 of 7 |
CUSIP No. 74738N103
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only). | ||
| GSB Holdings Inc. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | [ ] | ||
| (b) | [ ] | ||
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization: Delaware | |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
|
||
| 5. | Sole Voting Power: 4,107,911* | |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 4,107,911* | |
| 8. | Shared Dispositive Power: 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 4,107,911* |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] |
| 11. | Percent of Class Represented by Amount in Row (9): 6.0%** |
*Consisting of 1,878,744 shares of common stock and 166,667, 1,562,500, and 500,000 shares of common stock receivable upon exercise of warrants, conversion of Series B preferred stock, and conversion of convertible notes, respectively.
**The percentage is calculated based upon total outstanding shares of 66,169,164 as of December 17, 2021, as provided by QSAM Biosciences, Inc.
| 12. | Type of Reporting Persons (See Instructions): CO | |
| Schedule 13G | Page 3 of 7 |
CUSIP No. 74738N103
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only). | ||
| David Howard Clarke |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | [ ] | ||
| (b) | [ ] | ||
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization: United States of America |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
||
| 5. | Sole Voting Power: 4,107,911* | |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 4,107,911* | |
| 8. | Shared Dispositive Power: 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 4,107,911* |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] |
| 11. | Percent of Class Represented by Amount in Row (9): 6.0%** |
*Consisting of 1,878,744 shares of common stock and 166,667, 1,562,500, and 500,000 shares of common stock receivable upon exercise of warrants, conversion of Series B preferred stock, and conversion of convertible notes, respectively.
**The percentage is calculated based upon total outstanding shares of 66,169,164 as of December 17, 2021, as provided by QSAM Biosciences, Inc.
| 12. | Type of Reporting Persons (See Instructions): IN | |
| Schedule 13G | Page 4 of 7 |
| Item 1. (a) | Name of Issuer: QSAM Biosciences, Inc. |
| Item 1. (b) | Address of Issuer’s Principal Executive Offices: 9442 Capital of Texas Hwy N, Plaza 1, Suite 500, Austin, TX 78759 |
| Item 2. (a) | Name of Person Filing: |
This Schedule 13G is being filed by GSB Holdings Inc. (“GSB Holdings”) and David Howard Clarke (“David Howard Clarke” or “Mr. Clarke”) with regard to common stock and Series B stock, warrants, and convertible notes, each convertible into common stock, of QSAM Biosciences, Inc., a Delaware corporation. GSB Holdings is engaged in investments in public and privately-held companies, private equity funds, and real estate projects. It is organized as a corporation under the laws of Delaware. Mr. Clarke, its Vice President and a director, takes all major decisions on behalf of GSB Holdings, including investment decisions. The power to vote and dispose or direct the disposition of securities on behalf of GSB Holdings is vested in Mr. Clarke. As of the date of this report, Mr. Clarke has the sole power to vote and dispose or direct the disposition of 4,107,911 shares of common stock (including securities convertible into common stock) of the Issuer owned by GSB Holdings. This consists of 1,878,744 shares of common stock and (1) warrants exercisable to acquire 166,667 shares of common stock, (2) Series B preferred stock convertible into 1,562,500 shares of common stock, and (3) convertible notes convertible into 500,000 shares of common stock.
| Item 2. (b) | Address of Principal Business Office or, if none, Residence: |
The principal business address of each of the Reporting Persons is 14179 Laurel Trail, Wellington, FL 33414.
| Item 2. (c) | Citizenship: |
GSB Holdings Inc. is incorporated in the state of Delaware. David Howard Clarke is a citizen of the United States of America.
| Item 2. (d) | Title of Class of Securities: Common Stock and Preferred Stock |
| Item 2. (e) | CUSIP Number: 74738N103 |
| Schedule 13G | Page 5 of 7 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable
Item 4. Ownership
| Reporting Person | Amount Beneficially Owned | Percent of Class | Sole Power to Vote or to Direct the Vote | Shared Power to Vote or to Direct the Vote | Sole Power to Dispose or to Direct the Disposition of | Shared Power to Dispose or to Direct the Disposition of | ||||||||||||||||||
| GSB Holdings, Inc. | 4,107,911 | * | 6.0 | %** | 4,107,911 | * | - | 4,107,911 | * | - | ||||||||||||||
| David Howard Clarke | 4,107,911 | * | 6.0 | %** | 4,107,911 | * | - | 4,107,911 | * | - | ||||||||||||||
*Consisting of 1,878,744 shares of common stock and 166,667, 1,562,500, and 500,000 shares of common stock receivable upon exercise of warrants, conversion of Series B preferred stock, and conversion of convertible notes, respectively.
**The percentage is calculated based upon total outstanding shares of 66,169,164 as of December 17, 2021 as provided by QSAM Biosciences, Inc.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| Schedule 13G | Page 6 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 5, 2022
| GSB Holdings, Inc. | ||
| /s/ David Howard Clarke | ||
| Name: | David Howard Clarke | |
| Title: | Vice President | |
| David Howard Clarke | ||
| By: | /s/ David Howard Clarke | |
| Schedule 13G | Page 7 of 7 |
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”) by and among 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 Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Dated: January 5, 2022
| GSB Holdings, Inc. | ||
| /s/ David Howard Clarke | ||
| Name: | David Howard Clarke | |
| Title: | Vice President | |
| David Howard Clarke | ||
| By: | /s/ David Howard Clarke | |