| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/11/2022 |
3. Issuer Name and Ticker or Trading Symbol
Hillstream BioPharma Inc. [ HILS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Note | (1) | (1) | Common stock | (1) | (1) | D | |
| Convertible Note | (2) | (2) | Common stock | (2) | (2) | D | |
| Convertible Note | (3) | (3) | Common stock | (3) | (3) | D | |
| Convertible Note | (4) | (4) | Common stock | (4) | (4) | D | |
| Convertible Note | (5) | (5) | Common stock | (5) | (5) | D | |
| Convertible Note | (6) | (6) | Common stock | (6) | (6) | D | |
| Convertible Note | (7) | (7) | Common stock | (7) | (7) | D | |
| Convertible Note | (8) | (8) | Common stock | (8) | (8) | D | |
| Convertible Note | (9) | (9) | Common stock | (9) | (9) | D | |
| Convertible Note | (10) | (10) | Common stock | (10) | (10) | D | |
| Convertible Note | (11) | (11) | Common stock | (11) | (11) | D | |
| Convertible Note | (12) | (12) | Common stock | (12) | (12) | D | |
| Convertible Note | (13) | (13) | Common stock | (13) | (13) | D | |
| Convertible Note | (14) | (14) | Common stock | (14) | (14) | D | |
| Convertible Note | (15) | (15) | Common stock | (15) | (15) | D | |
| Convertible Note | (16) | (16) | Common stock | (16) | (16) | D | |
| Convertible Note | (17) | (17) | Common stock | (17) | (17) | D | |
| Convertible Note | (18) | (18) | Common stock | (18) | (18) | D | |
| Convertible Note | (19) | (19) | Common stock | (19) | (19) | D | |
| Convertible Note | (20) | (20) | Common stock | (20) | (20) | D | |
| Convertible Note | (21) | (21) | Common stock | (21) | (21) | D | |
| Convertible Note | (22) | (22) | Common stock | (22) | (22) | D | |
| Convertible Note | (23) | (23) | Common stock | (23) | (23) | D | |
| Convertible Note | (24) | (24) | Common stock | (24) | (24) | D | |
| Convertible Note | (25) | (25) | Common stock | (25) | (25) | D | |
| Convertible Note | (26) | (26) | Common stock | (26) | (26) | D | |
| Convertible Note | (27) | (27) | Common stock | (27) | (27) | D | |
| Convertible Note | (28) | (28) | Common stock | (28) | (28) | D | |
| Convertible Note | (29) | (29) | Common stock | (29) | (29) | D | |
| Convertible Note | (30) | (30) | Common stock | (30) | (30) | D | |
| Explanation of Responses: |
| 1. On December 16, 2019, the Registrant issued the Reporting Person a $90,000 note which matures on the earlier of (i) December 15, 2021 and (ii) the closing of the Next Equity Financing. The note shall automatically convert into the type of Equity Securities issued in the Next Equity Financing and shall be equal to the quotient obtained by dividing the outstanding amount of the note by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. "Next Equity Financing" means the next sale (or series of related sales) by the Registrant of its Equity Securities pursuant to which the Registrant receives gross proceeds of not less than $7.5 million (inclusive of the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of notes). "Equity Securities" means, subject to certain exceptions, the Registrant's common stock and common stock equivalents. |
| 2. On January 21, 2020, the Registrant issued the Reporting Person a note in the principal amount of $80,000. The note matures upon the earlier of (i) January 20, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 3. On February 27, 2020, the Registrant issued the Reporting Person a note in the principal amount of $90,000. The note matures upon the earlier of (i) February 26, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 4. On April 23, 2020, the Registrant issued the Reporting Person a note in the principal amount of $2,000. The note matures upon the earlier of (i) April 23, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 5. On April 24, 2020, the Registrant issued the Reporting Person a note in the principal amount of $30,000. The note matures upon the earlier of (i) April 24, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 6. On May 8, 2020, the Registrant issued the Reporting Person a note in the principal amount of $55,000. The note matures upon the earlier of (i) May 8, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 7. On May 19, 2020, the Registrant issued the Reporting Person a note in the principal amount of $55,068. The note matures upon the earlier of (i) May 19, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 8. On June 3, 2020, the Registrant issued the Reporting Person a note in the principal amount of $40,000. The note matures upon the earlier of (i) June 3, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 9. On June 25, 2020, the Registrant issued the Reporting Person a note in the principal amount of $40,000. The note matures upon the earlier of (i) June 25, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 10. On July 13, 2020, the Registrant issued the Reporting Person a note in the principal amount of $40,000. The note matures upon the earlier of (i) July 13, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 11. On August 3, 2020, the Registrant issued the Reporting Person a note in the principal amount of $50,000. The note matures upon the earlier of (i) August 3, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 12. On August 31, 2020, the Registrant issued the Reporting Person a note in the principal amount of $30,000. The note matures upon the earlier of (i) August 31, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 13. On September 21, 2020, the Registrant issued the Reporting Person a note in the principal amount of $35,000. The note matures upon the earlier of (i) September 21, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 14. On September 27, 2020, the Registrant issued the Reporting Person notes in the aggregate principal amount of $549,058.09. The notes mature upon the earlier of (i) September 27, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the notes together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the notes shall be equal to the quotient obtained by dividing the outstanding principal amount of the notes together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 15. On September 28, 2020, the Registrant issued the Reporting Person a note in the principal amount of $50,000. The note matures upon the earlier of (i) September 28, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 16. On October 14, 2020, the Registrant issued the Reporting Person a note in the principal amount of $45,000. The note matures upon the earlier of (i) October 14, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 17. On October 27, 2020, the Registrant issued the Reporting Person notes in the aggregate principal amount of $70,000. The notes mature upon the earlier of (i) October 27, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the notes together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the notes shall be equal to the quotient obtained by dividing the outstanding principal amount of the notes together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 18. On November 1, 2020, the Registrant issued the Reporting Person a note in the principal amount of $1,225.37. The note matures upon the earlier of (i) November 1, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 19. On November 2, 2020, the Registrant issued the Reporting Person a note in the principal amount of $70,000. The note matures upon the earlier of (i) November 2, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 20. On November 18, 2020, the Registrant issued the Reporting Person a note in the principal amount of $50,000. The note matures upon the earlier of (i) November 18, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $25 million. |
| 21. On December 9, 2020, the Registrant issued the Reporting Person a note in the principal amount of $48,000. The note matures upon the earlier of (i) December 9, 2023 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million. |
| 22. On December 16, 2020, the Registrant issued the Reporting Person a note in the principal amount of $20,000. The note matures upon the earlier of (i) December 16, 2023 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million. |
| 23. On December 23, 2020, the Registrant issued the Reporting Person a note in the principal amount of $50,000. The note matures upon the earlier of (i) December 23, 2023 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million. |
| 24. On January 15, 2021, the Registrant issued the Reporting Person a note in the principal amount of $66,000. The note matures upon the earlier of (i) January 15, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million. |
| 25. On January 22, 2021, the Registrant issued the Reporting Person a note in the principal amount of $40,000. The note matures upon the earlier of (i) January 22, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million. |
| 26. On February 4, 2021, the Registrant issued the Reporting Person a note in the principal amount of $75,000. The note matures upon the earlier of (i) February 4, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million. |
| 27. On February 12, 2021, the Registrant issued the Reporting Person a note in the principal amount of $60,000. The note matures upon the earlier of (i) February 12, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million. |
| 28. On March 3, 2021, the Registrant issued the Reporting Person notes in the aggregate principal amount of $68,476.50. The notes mature upon the earlier of (i) March 3, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the notes together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the notes shall be equal to the quotient obtained by dividing the outstanding principal amount of the notes together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million. |
| 29. On March 12, 2021, the Registrant issued the Reporting Person a note in the principal amount of $75,000. The note matures upon the earlier of (i) March 12, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million. |
| 30. On March 29, 2021, the Registrant issued the Reporting Person a note in the principal amount of $55,000. The note matures upon the earlier of (i) March 29, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall automatically convert into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the note shall be equal to the quotient obtained by dividing the outstanding principal amount of the note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million. |
| Remarks: |
| This is the second of the three Form 3s. |
| /s/ Randy Milby | 01/12/2022 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||