JOHN SIMARD - 03 Jan 2024 Form 4 Insider Report for XBiotech Inc. (XBIT)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ John Simard
Issuer symbol
XBIT
Transactions as of
03 Jan 2024
Transactions value $
$24,703,550,000,000
Form type
4
Filing time
05 Jan 2024, 10:48:54 UTC
Previous filing
15 Feb 2022
Next filing
04 Feb 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
SIMARD JOHN Chief Executive Officer, Director, 10%+ Owner 5217 WINNEBAGO LANE, AUSTIN /s/ John Simard 05 Jan 2024 0001639078

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction XBIT Convertible Loan Agreement Purchase $24.7T +2.47M +180.27% $10,000,000.00* 3.84M 03 Jan 2024 Common Shares or Preferred Shares 2.47M $4.05 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

Remarks:

The conversion feature is subject to a cap limiting the number of shares that could be converted under the Agreement based on Mr. Simard's total stock ownership in the Company at the time of conversion. The Loan also allows Mr. Simard to obtain immediate cash repayment of the Loan balance at his election one year after the loan is funded or upon certain other conditions set forth in the Loan. The Loan was negotiated, evaluated, and approved on behalf of the Company by a committee of independent and disinterested directors. A copy of the Loan is attached as Exhibit 1 hereto.