QSAM ANNOUNCES REVERSE STOCK SPLIT RATIO AHEAD OF MERGER

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QSAM Biosciences, Inc. announces a 1-for-2,000 reverse stock split ratio ahead of the merger with Telix Pharmaceuticals The merger is expected to close in early May, subject to conditions. Shareholders will receive cash or Telix Ordinary Shares and contingent value rights (CVRs) for fractional shares.

Austin, TX, April 16, 2024 (GLOBE NEWSWIRE) -- QSAM Biosciences, Inc. (OTCQB: QSAM) (“QSAM” or the “Company”) previously 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 (“Common Stock”), 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 (ASX: TLX) (“Telix”) pursuant to which Telix will acquire QSAM (the “Merger”).

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 (the “Reverse Stock Split”). 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 (the “Merger Agreement”). 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 (i) 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 (as defined in the definitive Information Statement filed with the Securities Exchange Commission on April 11, 2024, (the “Information Statement”)) and (ii) one (1) contingent value right (“CVR”) 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.

QSAM shareholders are encouraged to review the Information Statement for further information about the Merger and the Reverse Stock Split, which can be found on the SEC Edgar database: QSAM Definitive Information Statement.

About QSAM Biosciences, Inc.

QSAM Biosciences, Inc. is developing next-generation nuclear medicines for the treatment of bone cancer. QSAM’s initial technology, ¹⁵³Sm-DOTMP, is a clinical-stage bone-targeting radiopharmaceutical originally developed by IsoTherapeutics Group LLC.

Forward-Looking Statements: This release contains “forward-looking statements”. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect the financial or operating results of QSAM. These forward-looking statements may be identified by terms such as anticipate, believe, foresee, expect, intend, plan, may, will, could, should and would and the negative of these terms or other similar expressions. These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, risks related to the satisfaction of the conditions to closing the Merger in the anticipated timeframe or at all.

A further description of risks and uncertainties relating to QSAM and the Merger can be found in our most recent Annual Report on Form 10-K, Definitive Information Statement and other filings made with the SEC and available at www.sec.gov.

QSAM does not intend to update the forward-looking statements contained in this document as the result of new information or future events or developments, except as required by law.

QSAM Communications
ir@qsambio.com
Christopher Nelson, General Counsel
Namrata Chand, VP-Operations

FAQ

What is the reverse stock split ratio announced by QSAM Biosciences, Inc.?

QSAM Biosciences, Inc. announced a 1-for-2,000 reverse stock split ratio.

When is the merger between QSAM Biosciences, Inc. and Telix Pharmaceuticals expected to close?

The merger is expected to close in early May, subject to the closing conditions set forth in the Merger Agreement.

What will QSAM shareholders receive in connection with the closing of the merger?

In connection with the closing of the merger, QSAM shareholders will receive cash or Telix Ordinary Shares and contingent value rights (CVRs) for fractional shares.

What are contingent value rights (CVRs) provided to QSAM shareholders?

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.

Where can QSAM shareholders find further information about the merger?

QSAM shareholders are encouraged to review the Information Statement filed with the Securities Exchange Commission on April 11, 2024, for further information.