4//SEC Filing
King Adam 4
Accession 0001493152-24-017508
CIK 0001310527other
Filed
May 1, 8:00 PM ET
Accepted
May 2, 10:32 AM ET
Size
7.0 KB
Accession
0001493152-24-017508
Insider Transaction Report
Form 4
TELIX QSAM INC.QSAM
King Adam
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2024-05-02−11→ 0 total
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of February 7, 2024, by and among QSAM Biosciences, Inc., a Delaware corporation ("Issuer"), Telix Pharmaceuticals Limited, a public limited company registered under the laws of the Commonwealth of Australia ("Telix"), Cyclone Merger Sub I, Inc. ("Merger Sub I"), a Delaware corporation and a direct, wholly owned subsidiary of Telix, Cyclone Merger Sub II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Telix, and David H. Clarke, as stockholder representative to the QSAM stockholders (the "QSAM Stockholder Representative"), effective May 2, 2024 (the "Effective Time"), Merger Sub I merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Telix.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each share of Issuer common stock, $0.0001 par value per share, issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 1,744 fully paid and non-assessable ordinary shares of Telix, and (ii) 2,000 non-transferable contingent value rights representing the right to receive one or more contingent payments, if any, upon the achievement of certain milestones, as set forth in the Contingent Value Rights Agreement by and among QSAM, Telix, the QSAM Stockholder Representative, and Equiniti Trust Company, LLC, as the rights agent.
- [F3]At the Effective Time, the closing price of Telix ordinary shares was US$9.62 per share.
- [F4]Accounts for a 1-for-2,000 reverse stock-split effective May 2, 2024.
Documents
Issuer
TELIX QSAM INC.
CIK 0001310527
Entity typeother
Related Parties
1- filerCIK 0001983355
Filing Metadata
- Form type
- 4
- Filed
- May 1, 8:00 PM ET
- Accepted
- May 2, 10:32 AM ET
- Size
- 7.0 KB