Sec Form 4 Filing - Nelson Christopher M. @ QSAM Biosciences, Inc. - 2023-06-23

FORM 4 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 Nelson Christopher M. 2. Issuer Name and Ticker or Trading Symbol QSAM Biosciences, Inc. [ QSAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP Corp Dev & General Counsel (Last) (First) (Middle) 9442 CAPITAL OF TEXAS HWY N, PLAZA 1,, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2023 (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 Common Stock 06/23/2023 A 46,365 A $ 0 ( 1 ) 173,317 D Series B 4,557 ( 2 ) 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 $ 10 ( 3 ) 03/03/2032 Common Stock 12,500 12,500 D Options to buy common stock $ 14.4 ( 4 ) 08/23/2031 Common Stock 2,875 2,875 D Options to buy common stock $ 20 11/18/2015 11/18/2025 Common Stock 60 60 D Options to buy common stock $ 20 07/31/2014 07/31/2024 Common Stock 255 255 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nelson Christopher M. 9442 CAPITAL OF TEXAS HWY N, PLAZA 1, SUITE 500 AUSTIN, TX78759 EVP Corp Dev & General Counsel Signatures /s/ Christopher M. Nelson 06/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This award of shares is being made pursuant to the Issuer's restricted stock award agreement and is subject to a vesting schedule,such that a portion or all of this award of restricted stock may be forfeited in the future if certain milestones are not met. ( 2 )Represents shares of Common Stock receivable upon conversion of Series B Preferred Stock at a conversion rate of $5.42 pershare, and includes accrued dividends as of 05/31/2023. ( 3 )The option vests annually in two equal installments beginning on 3/3/2023. ( 4 )The option vests semi-annually in two equal installments beginning on 2/24/2022

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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