| 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)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) | |||||||
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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 | |
| Explanation of Responses: |
| 1. On December 22, 2020, the Registrant issued the Reporting Person a $300,000 note which matures on the earlier of (i) December 31, 2023 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 $50 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. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Randy Milby as Attorney-In-Fact for Leonard Mazur | 01/11/2022 | |
| ** 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. | ||
