John Simard - 03 Jan 2024 Form 4 Insider Report for XBiotech Inc. (XBIT)

Reporting relationship: Chief Executive Officer, Director, 10%+ Owner
Issuer ticker: XBIT
Reported as of: 03 Jan 2024
Net transaction value: +$24,703,550,000,000
SEC form: 4
Accepted by SEC: 05 Jan 2024, 10:48:54 UTC
Prior SEC filing: 15 Feb 2022
Next SEC filing: 04 Feb 2025
Source filing: View source filing
Reporting owner signature: /s/ John Simard

Key filing fact

John Simard filed Form 4 for XBiotech Inc. (XBIT) on 05 Jan 2024.

Key facts

This page summarizes John Simard's Form 4 filing for XBiotech Inc. (XBIT).
1 reported transaction and 1 derivative row are listed below.
Accepted by SEC: 05 Jan 2024, 10:48.

Change

Previous filing in this sequence was filed on 15 Feb 2022.
Current net transaction value: +$24,703,550,000,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001639078 Primary reporting owner

SIMARD JOHN

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

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

XBIT transaction Derivative

Convertible Loan Agreement

Purchase

Transaction value: $24,703,550,000,000
Shares: +2,470,355
Change %: +180%
Price: $10000000.00^*
Shares after: 3,840,736
Date: 03 Jan 2024
Ownership: Direct
Underlying class: Common Shares or Preferred Shares
Underlying amount: 2,470,355
Exercise price: $4.05
Footnotes: F1, F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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.