4//SEC Filing
SIMARD JOHN 4
Accession 0000950170-24-002316
CIK 0001626878other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 10:48 AM ET
Size
110.5 KB
Accession
0000950170-24-002316
Insider Transaction Report
Form 4
XBiotech Inc.XBIT
SIMARD JOHN
DirectorChief Executive Officer10% Owner
Transactions
- Purchase
Convertible Loan Agreement
2024-01-03$10000000.00/sh+2,470,355$24,703,550,000,000→ 3,840,736 totalExercise: $4.05From: 2024-01-03Exp: 2029-01-03→ Common Shares or Preferred Shares (2,470,355 underlying)
Footnotes (3)
- [F1]On January 3, 2024, XBiotech Inc. ("XBiotech" or the "Company") entered into a Convertible Loan Agreement (the "Loan") with John Simard, the Company's Founder, President, Chief Executive Officer and Chairman. The Loan provides $10 million in immediate funding for the construction of a new, state-of-the-art research and development facility at 5217 Winnebago Lane in Austin, Texas. The Loan is secured by the real estate and cash holdings of the Company, with interest to accrue at a simple rate equal to eight percent per year and interest-only payments to be made at six - month intervals after the Loan is funded. At Mr. Simard's election, the balance may be converted to XBiotech stock at any time the Loan balance is outstanding at a fixed conversion price equal to the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of this Agreement, which is $4.048 per share. Continued in Remarks.
- [F2]As of the filing date of this Form 4, Mr. Simard could obtain up to 2,470,355 XBiotech common or preferred shares by converting the full $10,000,000 Loan balance at the conversion price of $4.048 per share. The total number of shares exercisable under the Loan could fluctuate based on Mr. Simard' cumulative stock ownership and the total number of XBiotech shares outstanding.
- [F3]This figure is derived by adding the 2,470,355 shares that Mr. Simard could obtain by converting the Loan balance as of the filing date of this Form 4 to the 1,370,381 stock options Mr. Simard holds as previously disclosed in XBiotech's April 28, 2023 Schedule 14A. As stated in footnote 2 above, the total number of shares exercisable under the Loan could fluctuate based on Mr. Simard' cumulative stock ownership and the total number of XBiotech shares outstanding.
Documents
Issuer
XBiotech Inc.
CIK 0001626878
Entity typeother
Related Parties
1- filerCIK 0001639078
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 10:48 AM ET
- Size
- 110.5 KB