SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Biotech Products Services & Research, Inc. [ BPSR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/01/2016 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/01/2016 | J/K(1) | 100,000 | D | $0 | 74,005,190 | D | |||
Common Stock | 11/01/2016 | J/K(2) | 20,000,000 | D | $0 | 54,005,190 | D | |||
Series A Non-Convertible Preferred Stock | 11/01/2016 | J/K(5) | 100,000 | A | $0 | 100,000 | D | |||
Common Stock | 10,000,000 | I | By Spouse(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Convertible Preferred Stock | $0 | 11/01/2016 | J/K(3) | 1,000,000 | 11/01/2016 | (4) | Common Stock | 20,000,000 | $0 | 1,000,000 | D |
Explanation of Responses: |
1. On November 1, 2016, the Issuer entered into a Share Exchange Agreement with Albert Mitrani pursuant to which Mr. Mitrani exchanged 100,000 shares of his Common Stock of the Company for 100 shares of Series A Non-Convertible Preferred Stock of the Company pursuant to Section 3(a)(9) of the Securities Act. |
2. On November 1, 2016, the Issuer entered into a Share Exchange Agreement with Mr. Mitrani pursuant to which Mr. Mitrani exchanged 20 million (20,000,000) shares of his Common Stock of the Company for an aggregate of 1 million (1,000,000) shares Series B Convertible Preferred Stock of the Company pursuant to Section 3(a)(9) of the Securities Act. |
3. Each share Series B Convertible Preferred Stock is convertible into Twenty (20) shares of Common Stock, at any time and from time to time upon the election of the holder thereof. |
4. No expiration date. |
5. The Series A Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Company as a single class and, regardless of the number of shares of Series A Non-Convertible Preferred Stock outstanding, and as long as at least one share of Series A Non-Convertible Preferred Stock is outstanding, such shares shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders. Each outstanding share of the Series A Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series A Non-Convertible Preferred Stock. |
6. On November 4, 2016, the Issuer issued Dr. Maria I. Mitrani, Mr. Mitrani's wife, a warrant to purchase up to 10,000,000 shares of Common Stock of the Issuer for $0.06 per share from the date of issuance until the tenth anniversary of the date of issuance. The warrant was issued in connection with Dr. Mitrani's employment agreement with the Company, dated November 4, 2016. |
Albert Mitrani | 11/21/2016 | |
** 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 4 (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. |