Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Independent Director
On January 24, 2022, QSAM Biosciences, Inc. (the "Company") appointed Ms.
Adriann Sax to the board of directors (the "Board") of the Company.
Ms. Sax has 30+ years of experience in biotech and life sciences, serving in
leadership, operational and business development roles with a focus on oncology
for both Fortune 100 and start-up companies. She currently serves as CEO and
co-founder of Vetigenics LLC, an animal health biotech company, where she has
secured partnerships with Merck, obtained federal grants, and was named 2021
Start-up of the Year by the Penn Center for Innovation at the University of
Pennsylvania. Previously, she was EVP and Chief Commercial Officer at Kadmon
Corp., a division of Sanofi Company, and for five years, Entrepreneur in
Residence at Fortress Biotech. During the early 2000s, Ms. Sax served in various
leadership capacities at large pharmaceutical companies, notably Vice President
at Bristol Myers Squibb, Executive Director at Merck & Co., and Executive Vice
President in charge of Business Development and Strategic Planning at King
Pharmaceuticals, leading to its $6.5 Billion acquisition by Pfizer. Ms. Sax
holds an MBA from the Keller Graduate School and a BS in Animal Science from the
University of Delaware. She is an active advisor and board member for many
industry associations, academic institutions, and nonpublic company boards.
Ms. Sax will serve as a member of the Audit Committee and as the chair of
Nominating and Governance Committee for the Company. In connection with Ms.
Sax's appointment to the Board and these committees, the Board has determined
that Ms. Sax satisfies the definition of "independent director" and the
heightened independence standards for service on the Board's Audit Committee
under the NASDAQ listing standards.
Ms. Sax will stand for election at the Company's next annual meeting of
shareholders, and will participate in the Company's standard outside director
compensation program as outlined in Exhibit 10.1 below, the cash portion of
which will commence upon the completion of the Company's next financing.
The Company issued a press release announcing the appointment of Ms. Sax to the
Board. A copy of the press release is furnished as Exhibit 99.1 to this report
and incorporated here by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
10.1 Independent Director Compensation Plan
99.1 Press release announcing appointment of Ms. Adriann Sax
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document)
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QSAM BIOSCIENCES, INC. 
