Checkmate Capital Group, LLC Form 5 Filed 2024-02-20

FORM 5

☒	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐	Form 3 Holdings Reported
☒	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Checkmate Strategic Capital 2, LLC

2. Issuer Name and Ticker or Trading Symbol
QSAM Biosciences, Inc. [QSAM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Explanation of Responses

(Last)

(First)

(Middle)

595 E. COLORADO BLVD. SUITE 530,

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

(Street)

PASADENA, CA 91101

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting(Check applicable line)

_____ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽²⁾	12/19/2023		C4	8,571	A	$5.25⁽⁶⁾	27,624	D⁽³⁾
Common Stock⁽¹⁾⁽²⁾	02/06/2024		C4	69,332	A	$ 0	220,448	D⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾	02/06/2024		C4	65,219	A	$ 0	65,219	D⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants

$6⁽⁶⁾

01/15/2023

A 4

50,000

01/15/2023

01/15/2025

Common Stock

50,000

$ 0

50,000

Warrants

$5.25⁽⁶⁾

12/19/2023

C 4

50,000

01/15/2023

01/15/2025

Common Stock

8,571⁽⁶⁾

$ 0

Series B Convertible Preferred Stock

02/06/2024

C 4

150

01/27/2021

⁽⁷⁾

Common Stock

65,219

$ 0

Series B Convertible Preferred Stock

02/06/2024

C 4

156

01/27/2021

⁽⁷⁾

Common Stock

69,332

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Checkmate Strategic Capital 2, LLC 595 E. COLORADO BLVD. SUITE 530 PASADENA, CA 91101		X		See Explanation of Responses
Paschall Charles Thomas 595 E. COLORADO BOULEVARD SUITE 530 PASADENA, CA 91101				Member of 13(d) 10% owner grp
Checkmate Capital Group, LLC 595 E. COLORADO BOULEVARD SUITE 530 PASADENA, CA 91101				Member of 13(d) 10% owner grp
Checkmate Strategic Capital Holdings, LLC 595 E. COLORADO BOULEVARD SUITE 530 PASADENA, CA 91101				Member of 13(d) 10% owner grp

Explanation of Responses:

1.	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").
2.	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.
3.	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.
4.	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.
5.	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.
6.	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, .
7.	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.

	Signatures
	/s/ Checkmate Strategic Capital 2, LLC	02/20/2024
	/s/ Charles Thomas Paschall	02/20/2024
	/s/ Checkmate Capital Group, LLC	02/20/2024
	/s/ Checkmate Strategic Capital Holdings, LLC	02/20/2024
	** Signature of Reporting Person	Date
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