Sec Form 3 Filing - Checkmate Strategic Capital 2, LLC @ QSAM Biosciences, Inc. - 2021-01-15

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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. Date of Earliest Transaction (MM/DD/YY) 01/15/2021 (Street) PASADENA, CA91101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) ( 2 ) 6,217,599 I See Footnote ( 3 ) Common Stock ( 1 ) ( 2 ) 6,044,605 D ( 4 ) Common Stock ( 1 ) ( 2 ) 762,088 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Convertible Preferred Stock $ 0.16 01/15/2021 ( 6 ) Common Stock 1,912,500 I See Footnote ( 7 ) Series B Convertible Preferred Stock $ 0.16 01/15/2021 ( 6 ) Common Stock 937,500 I See Footnote ( 8 ) Series B Convertible Preferred Stock $ 0.16 01/15/2021 ( 6 ) Common Stock 975,000 D ( 9 ) Warrants $ 0.45 01/15/2021 01/14/2022 Common Stock 107,825 I See Footnote ( 10 ) Warrants $ 0.45 01/15/2021 01/14/2022 Common Stock 475,000 D ( 11 ) Series B Convertible Preferred Stock $ 0.16 01/15/2021 ( 6 ) Common Stock 937,500 D ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Checkmate Strategic Capital 2, LLC 595 E. COLORADO BLVD. SUITE 530 PASADENA, CA91101 X See Explanation of Responses Paschall Charles Thomas 595 E. COLORADO BLVD. SUITE 530 PASADENA, CA91101 Member of 13(d) 10% owner grp Checkmate Strategic Capital Holdings, LLC 595 E. COLORADO BLVD. SUITE 530 PASADENA, CA91101 Member of 13(d) 10% owner grp Checkmate Capital Group, LLC 595 E. COLORADO BLVD. SUITE 530 PASADENA, CA91101 X Member of 13(d) 10% owner grp Signatures Checkmate Strategic Capital 2, LLC <br> By: /s/ Charles Thomas Paschall 01/27/2021 Signature of Reporting Person Date Charles Thomas Paschall<br> By: /s/ Charles Thomas Paschall 01/27/2021 Signature of Reporting Person Date Checkmate Capital Group, LLC <br> By: /s/ Charles Thomas Paschall 01/27/2021 Signature of Reporting Person Date Checkmate Strategic Capital Holdings, LLC <br> By: /s/ Charles Thomas Paschall 01/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 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 10% of the Issuer's outstanding shares of Common Stock, as disclosed in a Schedule 13D, filed on behalf of the Reporting Persons on January 26, 2021. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. ( 3 )Mr. Paschall is the sole member of Checkmate Strategic Capital 2, LLC, and a member holding (as of January 27, 2021) 22.7% membership interest of Checkmate Capital Group, LLC. Checkmate Strategic Capital 2, LLC and Checkmate Capital Group, LLC beneficially own 6,044,605 and 762,088 shares of Common Stock, respectively. As such, Mr. Paschall beneficially owns 6,217,599 shares of Common Stock, calculated on a pro-rata basis with respect to Checkmate Capital Group, LLC. ( 4 )Shares of Common Stock beneficially owned by Checkmate Strategic Capital 2, LLC. ( 5 )Shares of Common Stock beneficially owned by Checkmate Capital Group, LLC. ( 6 )Series B Convertible Preferred Stock is convertible into Common Stock pursuant to terms of the Certificate of Designation filed by the Issuer on December 29, 2020. ( 7 )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 is deemed to beneficially own the Series B Convertible Preferred Stock owned by these entities, convertible into 1,912,500 shares of Common Stock. ( 8 )Checkmate Strategic Capital 2, LLC is a controlling member of Checkmate Strategic Holdings, LLC. As such, Checkmate Strategic Capital 2, LLC beneficially owns Series B Convertible Preferred Stock owned by Checkmate Strategic Holdings, LLC, convertible into 937,500 shares of Common Stock. ( 9 )Shares of Series B Convertible Preferred Stock beneficially owned by Checkmate Strategic Capital 2, LLC. ( 10 )Mr. Paschall is a member of Checkmate Capital Group, LLC, holding 22.7% of its membership interest, as of January 27, 2021. As such, Mr. Paschall has a proportional pecuniary interest in the warrants beneficially owned by Checkmate Capital Group, LLC. ( 11 )Warrants beneficially owned by Checkmate Capital Group, LLC. ( 12 )Shares of Series B Convertible Preferred Stock beneficially owned by Checkmate Strategic Capital Holdings, LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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