5//SEC Filing
Checkmate Capital Group, LLC 5
Accession 0001493152-24-007238
CIK 0001310527other
Filed
Feb 19, 7:00 PM ET
Accepted
Feb 20, 4:51 PM ET
Size
25.7 KB
Accession
0001493152-24-007238
Insider Transaction Report
Form 5
Checkmate Strategic Capital 2, LLC
10% OwnerOther
Transactions
- Conversion
Common Stock
2023-12-19$5.25/sh+8,571$44,998→ 27,624 total - Conversion
Common Stock
2024-02-06+69,332→ 220,448 total - Conversion
Common Stock
2024-02-06+65,219→ 65,219 total - Award
Warrants
2023-01-15+50,000→ 50,000 totalExercise: $6.00From: 2023-01-15Exp: 2025-01-15→ Common Stock (50,000 underlying) - Conversion
Warrants
2023-12-19−50,000→ 0 totalExercise: $5.25From: 2023-01-15Exp: 2025-01-15→ Common Stock (8,571 underlying) - Conversion
Series B Convertible Preferred Stock
2024-02-06−150→ 0 totalExercise: $3.00From: 2021-01-27→ Common Stock (65,219 underlying) - Conversion
Series B Convertible Preferred Stock
2024-02-06−156→ 0 totalExercise: $3.00From: 2021-01-27→ Common Stock (69,332 underlying)
Transactions
- Conversion
Common Stock
2023-12-19$5.25/sh+8,571$44,998→ 27,624 total - Conversion
Common Stock
2024-02-06+69,332→ 220,448 total - Conversion
Common Stock
2024-02-06+65,219→ 65,219 total - Award
Warrants
2023-01-15+50,000→ 50,000 totalExercise: $6.00From: 2023-01-15Exp: 2025-01-15→ Common Stock (50,000 underlying) - Conversion
Warrants
2023-12-19−50,000→ 0 totalExercise: $5.25From: 2023-01-15Exp: 2025-01-15→ Common Stock (8,571 underlying) - Conversion
Series B Convertible Preferred Stock
2024-02-06−150→ 0 totalExercise: $3.00From: 2021-01-27→ Common Stock (65,219 underlying) - Conversion
Series B Convertible Preferred Stock
2024-02-06−156→ 0 totalExercise: $3.00From: 2021-01-27→ Common Stock (69,332 underlying)
Transactions
- Conversion
Common Stock
2023-12-19$5.25/sh+8,571$44,998→ 27,624 total - Conversion
Common Stock
2024-02-06+69,332→ 220,448 total - Conversion
Common Stock
2024-02-06+65,219→ 65,219 total - Award
Warrants
2023-01-15+50,000→ 50,000 totalExercise: $6.00From: 2023-01-15Exp: 2025-01-15→ Common Stock (50,000 underlying) - Conversion
Warrants
2023-12-19−50,000→ 0 totalExercise: $5.25From: 2023-01-15Exp: 2025-01-15→ Common Stock (8,571 underlying) - Conversion
Series B Convertible Preferred Stock
2024-02-06−150→ 0 totalExercise: $3.00From: 2021-01-27→ Common Stock (65,219 underlying) - Conversion
Series B Convertible Preferred Stock
2024-02-06−156→ 0 totalExercise: $3.00From: 2021-01-27→ Common Stock (69,332 underlying)
Transactions
- Conversion
Common Stock
2023-12-19$5.25/sh+8,571$44,998→ 27,624 total - Conversion
Common Stock
2024-02-06+69,332→ 220,448 total - Conversion
Common Stock
2024-02-06+65,219→ 65,219 total - Award
Warrants
2023-01-15+50,000→ 50,000 totalExercise: $6.00From: 2023-01-15Exp: 2025-01-15→ Common Stock (50,000 underlying) - Conversion
Warrants
2023-12-19−50,000→ 0 totalExercise: $5.25From: 2023-01-15Exp: 2025-01-15→ Common Stock (8,571 underlying) - Conversion
Series B Convertible Preferred Stock
2024-02-06−150→ 0 totalExercise: $3.00From: 2021-01-27→ Common Stock (65,219 underlying) - Conversion
Series B Convertible Preferred Stock
2024-02-06−156→ 0 totalExercise: $3.00From: 2021-01-27→ Common Stock (69,332 underlying)
Footnotes (7)
- [F1]This Form 5 is filed jointly by Charles Thomas Paschall, Checkmate Strategic Capital 2, LLC, Checkmate Capital Group, LLC, and Checkmate Strategic Capital Holdings, LLC (collectively, the "Reporting Persons").
- [F2]Each Reporting Person is a member of a Section13(d) group that owns in the aggregate more than 5% of the Issuer's outstanding shares of Common Stock, as disclosed in a Schedule 13D/A, filed on behalf of the Reporting Persons on February 20, 2024. As such, each Reporting Person may be deemed to beneficially own more than 5% of the Issuer's outstanding shares of Common Stock.
- [F3]Shares of Common Stock beneficially owned by Checkmate Capital Group, LLC. Mr. Paschall is a member of Checkmate Capital Group, LLC, holding 22.7% of its membership interest, as of February 20, 2024. As such, Mr. Paschall has a proportional pecuniary interest in the shares of Common Stock beneficially owned by Checkmate Capital Group, LLC.
- [F4]Shares of Common Stock beneficially owned by Checkmate Strategic Capital 2, LLC. Mr. Paschall is the sole member of Checkmate Strategic Capital 2, LLC as of February 20, 2024. As such, Mr. Paschall has a proportional pecuniary interest in the shares of Common Stock beneficially owned by Checkmate Strategic Capital 2, LLC.
- [F5]Shares of Common Stock beneficially owned by Checkmate Strategic Capital Holdings, LLC. Mr. Paschall is the sole member of Checkmate Strategic Capital 2, LLC, which is a controlling member of Checkmate Strategic Capital Holdings, LLC. As such, Mr. Paschall may be deemed to have a pecuniary interest in the Common Stock owned by these entities. Further, Checkmate Capital Group, LLC is a member of Checkmate Strategic Capital Holdings, LLC. As such, Checkmate Capital Group, LLC has a pecuniary interest to the extent of shares of common stock of the Issuer owned by Checkmate Strategic Capital Holdings, LLC.
- [F6]On January 15, 2023, the Issuer issued 50,000 warrants to Checkmate Capital Group, LLC for general consulting services at an exercise price of $6.00, which warrants were exercised on a cashless basis at a mutually agreed reduced exercise price of $5.25 per share into 8,571 shares of common stock of the Issuer on December 19, 2023 pursuant to the formula for cashless exercise set forth in a warrant agreement with the Issuer, .
- [F7]The Series B Convertible Preferred Stock was convertible into common stock at any time and had no expiration date. Pursuant to an Exchange Agreement signed with the Issuer as of October 17, 2023, the Series B Preferred Stock was automatically exchangeable for common stock of the Issuer at a price of $3.00 per share upon the Issuer listing on Nasdaq or signing an agreement to be acquired, and as a result was exchanged into common stock of the Issuer on February 6, 2024.
Documents
Issuer
QSAM Biosciences, Inc.
CIK 0001310527
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001842520
Filing Metadata
- Form type
- 5
- Filed
- Feb 19, 7:00 PM ET
- Accepted
- Feb 20, 4:51 PM ET
- Size
- 25.7 KB