Sec Form 4 Filing - Nelson Christopher M. @ QSAM Biosciences, Inc. - 2024-02-06

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) 02/06/2024 (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 02/06/2024 C 8,683 A $ 3 182,000 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 Series B Convertible Preferred Stock $ 3 02/06/2024 C 01/27/2021 ( 1 ) Common Stock 8,683 $ 0 0 D Options to buy common stock $ 10 ( 2 ) 03/03/2032 Common Stock 12,500 12,500 D Options to buy common stock $ 14.4 ( 3 ) 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 Nelson 02/13/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 by and between the Company and all Series B Preferred Stockholders as of 11/18/23, 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. ( 2 )The option vests annually in two equal installments beginning on 3/3/2023. ( 3 )The option vested 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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