QSAM Biosciences announces reverse stock split ratio ahead of merger

QSAM Biosciences (QSAM) announced that it will effectuate a reverse stock split of the issued and outstanding shares of QSAM’s common stock, par value $0.0001 per share, at a ratio in the range of 1:1000 to 1:2000, prior to the closing of the merger between the Company and Telix Pharmaceuticals Limited (TLPPF) pursuant to which Telix will acquire QSAM. On April 15, 2024, the Board of Directors of QSAM unanimously approved that the reverse stock split ratio be 1-for-2,000 such that once the reverse stock split goes into effect, every holder of Common Stock of the Company shall receive one share of Common Stock for every 2,000 shares of Common Stock held. On February 7, 2024, a majority of the voting shareholders of QSAM approved the reverse stock split and granted the Board the discretion to adopt the ratio prior to the closing of the Merger, which ratio the Board has adopted and is announcing today. As previously announced, the parties signed the Agreement and Plan of Merger on February 7, 2024. QSAM anticipates that the Merger will close in early May, subject to the closing conditions set forth in the Merger Agreement. The Reverse Stock Split will not be effective until immediately preceding the closing of the Merger and will be abandoned in the event the Merger Agreement is terminated. In connection with the closing of the Merger, each outstanding fractional share of QSAM Common Stock after giving effect to the Reverse Stock Split will be automatically exchanged for the right to receive an amount of cash, in lieu of Telix Ordinary Shares, equal to such fractional share’s pro rata share of the Closing Consideration and one contingent value right for each share of QSAM Common Stock that was converted into a fractional share pursuant to the Reverse Stock Split. The CVRs will provide for contingent future payments upon the achievement of specific milestones related to the development and commercialization of QSAM’s pipeline drug candidates.