Sec Form 5 Filing - Checkmate Strategic Capital 2, LLC @ QSAM Biosciences, Inc. - 2023-12-31

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 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) 12/31/2023 (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 ) 12/19/2023 C 8,571 A $ 5.25 ( 6 ) 27,624 D ( 3 ) Common Stock ( 1 ) ( 2 ) 02/06/2024 C 69,332 A $ 0 220,448 D ( 4 ) Common Stock ( 1 ) ( 2 ) 02/06/2024 C 65,219 A $ 0 65,219 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 Warrants $ 6 ( 6 ) 01/15/2023 A 50,000 01/15/2023 01/15/2025 Common Stock 50,000 $ 0 50,000 D Warrants $ 5.25 ( 6 ) 12/19/2023 C 50,000 01/15/2023 01/15/2025 Common Stock 8,571 ( 6 ) $ 0 0 D Series B Convertible Preferred Stock $ 3 02/06/2024 C 150 01/27/2021 ( 7 ) Common Stock 65,219 $ 0 0 D Series B Convertible Preferred Stock $ 3 02/06/2024 C 156 01/27/2021 ( 7 ) Common Stock 69,332 $ 0 0 D

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 BOULEVARD SUITE 530 PASADENA, CA91101 Member of 13(d) 10% owner grp Checkmate Capital Group, LLC 595 E. COLORADO BOULEVARD SUITE 530 PASADENA, CA91101 Member of 13(d) 10% owner grp Checkmate Strategic Capital Holdings, LLC 595 E. COLORADO BOULEVARD SUITE 530 PASADENA, CA91101 Member of 13(d) 10% owner grp Signatures /s/ Checkmate Strategic Capital 2, LLC 02/20/2024 Signature of Reporting Person Date /s/ Charles Thomas Paschall 02/20/2024 Signature of Reporting Person Date /s/ Checkmate Capital Group, LLC 02/20/2024 Signature of Reporting Person Date /s/ Checkmate Strategic Capital Holdings, LLC 02/20/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 5 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 5% of the Issuer's outstanding shares of Common Stock, as disclosed in a Schedule 13D/A, filed on behalf of the Reporting Persons on February 20, 2024. As such, each Reporting Person may be deemed to beneficially own more than 5% of the Issuer's outstanding shares of Common Stock. ( 3 )Shares of Common Stock beneficially owned by Checkmate Capital Group, LLC. Mr. Paschall is a member of Checkmate Capital Group, LLC, holding 22.7% of its membership interest, as of February 20, 2024. As such, Mr. Paschall has a proportional pecuniary interest in the shares of Common Stock beneficially owned by Checkmate Capital Group, LLC. ( 4 )Shares of Common Stock beneficially owned by Checkmate Strategic Capital 2, LLC. Mr. Paschall is the sole member of Checkmate Strategic Capital 2, LLC as of February 20, 2024. As such, Mr. Paschall has a proportional pecuniary interest in the shares of Common Stock beneficially owned by Checkmate Strategic Capital 2, LLC. ( 5 )Shares of Common Stock beneficially owned by Checkmate Strategic Capital Holdings, LLC. 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 may be deemed to have a pecuniary interest in the Common Stock owned by these entities. Further, Checkmate Capital Group, LLC is a member of Checkmate Strategic Capital Holdings, LLC. As such, Checkmate Capital Group, LLC has a pecuniary interest to the extent of shares of common stock of the Issuer owned by Checkmate Strategic Capital Holdings, LLC. ( 6 )On January 15, 2023, the Issuer issued 50,000 warrants to Checkmate Capital Group, LLC for general consulting services at an exercise price of $6.00, which warrants were exercised on a cashless basis at a mutually agreed reduced exercise price of $5.25 per share into 8,571 shares of common stock of the Issuer on December 19, 2023 pursuant to the formula for cashless exercise set forth in a warrant agreement with the Issuer, . ( 7 )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 with the Issuer as of October 17, 2023, 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, and as a result was exchanged into common stock of the Issuer on February 6, 2024.

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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