Sec Form 5 Filing - Piazza C Richard @ QSAM Biosciences, Inc. - 2021-12-31

FORM 5 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 Piazza C Richard 2. Issuer Name and Ticker or Trading Symbol QSAM Biosciences, Inc. [ QSAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 9442 CAPITAL OF TEXAS HWY N, PLAZA 1, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (Street) AUSTIN, TX78759 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Series E-1 Preferred Stock 12/06/2021 J( 1 ) V 2,975 D 0 D Common Stock 12/06/2021 J( 1 ) V 10,093,800 A 10,093,800 D

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 Options to buy common stock $ 0.36 08/24/2021 A 125,000 ( 2 ) 08/23/2031 Common Stock 125,000 $ 0 125,000 D Series E-1 Preferred Stock $ 0 12/30/2020 A 2,975 ( 3 ) ( 3 ) Common Stock 2,975,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Piazza C Richard 9442 CAPITAL OF TEXAS HWY N, PLAZA 1 SUITE 500 AUSTIN, TX78759 X Executive Chairman Signatures /s/ C. Richard Piazza 02/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to reclassification exempt under Rule 16b-7, each share of Series E-1 Preferred Stock was reclassified into andexchanged for shares of Common Stock of the Issuer under the terms of Exchange Agreement and Plan of Reorganization asfiled with the SEC. ( 2 )The option vests semi-annually in two equal installments beginning on 02/24/2022. ( 3 )Series E-1 Preferred Stock was convertible at any time at the discretion of the holder at a ratio of 1000 shares of CommonStock per Series E-1 Preferred Stock

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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