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SEC FORM 3 SEC Form 3

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^*

MILBY RANDY

(Last)

(First)

(Middle)

C/O HILLSTREAM BIOPHARMA, INC.

1200 ROUTE 22 EAST, SUITE 2000

(Street)

BRIDGEWATER

08807

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2022

3. Issuer Name and Ticker or Trading Symbol
Hillstream BioPharma Inc. [ HILS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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

Explanation of Responses:

1. On April 19, 2021, the Registrant issued the Reporting Person a note in the principal amount of $25,000. The note matures upon the earlier of (i) April 19, 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.

2. On April 30, 2021, the Registrant issued the Reporting Person a note in the principal amount of $35,000. The note matures upon the earlier of (i) April 30, 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.

3. On May 10, 2021, the Registrant issued the Reporting Person a note in the principal amount of $10,000. The note matures upon the earlier of (i) May 10, 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.

4. On May 15, 2021, the Registrant issued the Reporting Person a note in the principal amount of $35,750. The note matures upon the earlier of (i) May 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.

5. On May 25, 2021, the Registrant issued the Reporting Person a note in the principal amount of $90,000. The note matures upon the earlier of (i) May 25, 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.

6. On May 29, 2021, the Registrant issued the Reporting Person a note in the principal amount of $88,000. The note matures upon the earlier of (i) May 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.

7. On June 14, 2021, the Registrant issued the Reporting Person a note in the principal amount of $59,990. The note matures upon the earlier of (i) June 14, 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.

8. On June 22, 2021, the Registrant issued the Reporting Person a note in the principal amount of $30,000. The note matures upon the earlier of (i) June 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.

9. On July 16, 2021, the Registrant issued the Reporting Person a note in the principal amount of $70,000. The note matures upon the earlier of (i) July 17, 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.

10. On July 28, 2021, the Registrant issued the Reporting Person a note in the principal amount of $110,000. The note matures upon the earlier of (i) July 28, 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.

11. On August 13, 2021, the Registrant issued the Reporting Person a note in the principal amount of $82,500. The note matures upon the earlier of (i) August 13, 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.

12. On October 14, 2021, the Registrant issued the Reporting Person a note in the principal amount of $30,250. The note matures upon the earlier of (i) October 14, 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.

13. On November 12, 2021, the Registrant issued the Reporting Person a note in the principal amount of $99,000. The note matures upon the earlier of (i) November 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.

14. On December 15, 2021, the Registrant issued the Reporting Person a note in the principal amount of $99,000. The note matures upon the earlier of (i) December 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.

Remarks:

This is the third 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.