0001354488-15-001301.txt : 20150324 0001354488-15-001301.hdr.sgml : 20150324 20150324090349 ACCESSION NUMBER: 0001354488-15-001301 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150324 DATE AS OF CHANGE: 20150324 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tribute Pharmaceuticals Canada Inc. CENTRAL INDEX KEY: 0001159019 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79704 FILM NUMBER: 15720558 BUSINESS ADDRESS: STREET 1: 544 EGERTON ST CITY: LONDON STATE: A6 ZIP: N5W 3Z8 BUSINESS PHONE: 519-434-1540 MAIL ADDRESS: STREET 1: 544 EGERTON ST CITY: LONDON STATE: A6 ZIP: N5W 3Z8 FORMER COMPANY: FORMER CONFORMED NAME: STELLAR PHARMACEUTICALS INC DATE OF NAME CHANGE: 20060412 FORMER COMPANY: FORMER CONFORMED NAME: STELLAR INTERNATIONAL INC DATE OF NAME CHANGE: 20010910 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Elora Financial Management Inc. CENTRAL INDEX KEY: 0001536874 IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 57 MARTIN STREET CITY: MILTON STATE: A6 ZIP: L9T2R1 BUSINESS PHONE: 5198311491 MAIL ADDRESS: STREET 1: 82 WATER STREET EAST CITY: ELORA STATE: A6 ZIP: N0B1S0 SC 13D 1 tbuff_sc13d.htm SCHEDULE 13D tbuff_sc13d.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
Tribute Pharmaceuticals Canada Inc.
(Name of Issuer)
 
Common Shares, no par value
(Title of Class of Securities)
 
 89609J106
(CUSIP Number)
 
 
Scott Langille
151 Steeles Avenue, East
Milton, Ontario, Canada L9T 1Y1
(519) 434-1540
(Name, address and telephone number of person
authorized to receive notices and communications)
 
December 1, 2011
(Date of event which requires filing of this statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box .o
 
NOTE:  Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
————————————————
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
 
 
 
 
 
CUSIP No. 89609J106 SCHEDULE 13D Page 2 of 9 Pages
 
1
NAME OF REPORTING PERSONS
 
Scott Langille
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Not Applicable
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
 
NUMBER OF
7
SOLE VOTING POWER
 
7,527,351
 
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
0
 
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
7,527,351
 
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,527,351
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  þ
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.5% (99,088,738 common shares of the Company were issued and outstanding as of February 26, 2015)
14
TYPE OF REPORTING PERSON
 
IN

 
 
 
 
 
CUSIP No. 89609J106 SCHEDULE 13D Page 3 of 9 Pages
 
1
NAME OF REPORTING PERSONS
Elora Financial Management Inc.
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Not Applicable
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF
7
SOLE VOTING POWER
6,875,000
 
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
0
 
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
6,875,000
 
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,875,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (99,088,738 common shares of the Company were issued and outstanding as of February 26, 2015)
14
TYPE OF REPORTING PERSON
CO
 
 
 
 
 
 
CUSIP No. 89609J106 SCHEDULE 13D Page 4 of 9 Pages
 
Item 1.
Security and Issuer.

This Schedule 13D relates to common shares, no par value, of Tribute Pharmaceuticals Canada Inc., an Ontario, Canada corporation (formerly, Stellar Pharmaceuticals Inc., the “Company”), whose principal executive offices are located at 151 Steeles Avenue, East, Milton, Ontario, Canada L9T 1Y1.
 
Item 2.
Identity and Background.

 
(i)
(a)
Scott Langille.

 
(b)
The address of Mr. Langille is c/o Tribute Pharmaceuticals Canada Inc., 151 Steeles Avenue, East, Milton, Ontario, Canada L9T 1Y1.

 
(c)
Mr. Langille is the Chief Financial Officer and a director of the Company.

 
(d)
Mr. Langille has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 
(e)
Mr. Langille has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, nor, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or maintaining activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 
(f)
Mr. Langille is a citizen of Canada.

 
(ii)
(a)
Elora Financial Management Inc., an Ontario, Canada corporation (“Elora”).

 
(b)
The address of Elora is c/o Tribute Pharmaceuticals Canada Inc., Attn: Scott Langille, 151 Steeles Avenue, East, Milton, Ontario, Canada L9T 1Y1.

 
(c)
Elora is a personal holding company for Mr. Langille that does not engage in any business activity, and Mr. Langille is the sole shareholder, officer and director of Elora.

 
(d)
Elora has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 
(e)
Elora has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, nor, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or maintaining activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 
(f)
Elora is a corporation incorporated under the laws of Ontario, Canada.
 
 
 
 
 
 
CUSIP No. 89609J106 SCHEDULE 13D Page 5 of 9 Pages
 
Item 3.
Source or Amount of Funds or Other Consideration.

On December 1, 2011, the Company acquired 100% of the outstanding shares of privately-held Tribute Pharmaceuticals Canada Ltd. and Tribute Pharma Canada Inc. (together referred to as “Tribute”). In connection with such acquisition, the Company acquired, without limitation, certain assets with an aggregate fair value of approximately Cdn$14.5 million. On behalf of Mr. Langille (a former shareholder of Tribute), Elora received (i) 5,850,000 common shares of the Company on December 1, 2011, which shares were valued at approximately Cdn$3.3 million based on the then current share price of Cdn$0.57, in addition to certain cash consideration, and (ii) 900,000 common shares of the Company on March 22, 2012, which shares were valued at approximately Cdn$504,000 based on the then current share price of Cdn$0.56. The information contained in Exhibit 2 listed in Item 7 below is hereby incorporated by reference to this Item 3.
 
On December 1, 2011, the Company granted Mr. Langille options to acquire 846,226 common shares of the Company at an exercise price of Cdn$0.57, of which 597,647 options are exercisable within 60 days after the date hereof. With respect to such options granted to Mr. Langille on December 1, 2011, 50% are time based and vest in 36 equal quarterly installments on the first day of January, April, July and October, with the first installment having vested on April 1, 2012. The remaining 50% of such options are performance based and vest in 36 equal quarterly installments on the last day of March, June, September and December, with the first installment having vested on March 31, 2013. Of those options, 144,564 have been cancelled (2013 – 141,038 and 2014 – 3,526) as the performance targets were not achieved. One-third of such options (141,038) vested in 2013 while the remaining 137,512 will vest quarterly during 2015. The information contained in Exhibit 3 listed in Item 7 below is hereby incorporated by reference to this Item 3.
 
On February 27, 2013, in connection with the Company closing a private placement of 8,437,500 units (the “Units”), with each Unit consisting of one common share and one-half of one Series A common share purchase warrant (a “Series A Warrant”) and one-half of one Series B common share purchase warrant (a “Series B Warrant”), Elora acquired 62,500 Units, or 62,500 common shares and 31,250 Series A Warrants and 31,250 Series B Warrants, for US$25,000 (US$0.40 per Unit). Each whole Series A Warrant entitled the holder thereof to acquire one common share of the Company at any time during the period ended 24 months after the date of issuance at a price of US$0.50 per common share. Each whole Series B Warrant entitles the holder thereof to acquire one common share of the Company at a price of US$0.60 per share at any time during the period ending 60 months after the date of issuance, subject to a certain right of the Company to call the Series B Warrants. The information contained in Exhibit 4, 5 and 6 listed in Item 7 below is hereby incorporated by reference to this Item 3.
 
On June 24, 2013, the Company granted to Mr. Langille options to acquire 90,000 common shares of the Company at an exercise price of Cdn$0.42, of which 52,500 options are exercisable within 60 days after the date hereof.
 
On February 6, 2014, the Company granted to Mr. Langille options to acquire 155,142 common shares of the Company at an exercise price of Cdn$0.40, of which 2,204 options are exercisable within 60 days after the date hereof, 137,512 options have been cancelled as the targets were not achieved. The remaining 17,630 options will vest quarterly in each of 2015 and 2016. The information contained in Exhibit 7 listed in Item 7 below is hereby incorporated by reference to this Item 3.
 
On January 29, 2015, the Company granted Mr. Langille options to acquire of 960,000 common shares of the Company under the Company’s stock option plan, including 240,000 options vesting quarterly from March 31, 2015 through December 31, 2017, at an exercise price of Cdn$0.62, and up to 720,000 options that may be earned depending on achievement of certain gross revenue and EBITDA budgets for the Company, vesting quarterly from March 31, 2016 through December 31, 2018, at an exercise price of Cdn$0.62. The information contained in Exhibit 8 listed in Item 7 below is hereby incorporated by reference to this Item 3.
 
 
 
 
 
 
CUSIP No. 89609J106 SCHEDULE 13D Page 6 of 9 Pages
 
Item 4.
Purpose of the Transaction.

The reporting persons acquired beneficial ownership of certain common shares of the Company as part of the consideration for the Company’s acquisition of Tribute as discussed under Item 3 above, which information is hereby incorporated by reference to this Item 4.
 
Certain of the common shares beneficially owned by Mr. Langille are subject to stock options that were granted to Mr. Langille as a result of being an executive officer and director of the Company.
 
The securities acquired by Mr. Langille and Elora were acquired for investment purposes. The information contained in Exhibits 2 - 4 and 6 - 8 in Item 7 below is hereby incorporated by reference to this Item 4.
 
Item 5.
Interest in Securities of the Issuer.

 
 (a)
Mr. Langille is the beneficial owner of 7,527,351 common shares, or 7.5% of the Company’s outstanding common shares as of February 26, 2015, which includes
(i) 6,843,750 common shares held by Elora; (ii) 597,647 common shares issuable pursuant to options granted under the Company’s stock option plan that are vested and exercisable within 60 days after the date hereof at an exercise price of Cdn$0.57 per share; (iii) 52,500 common shares issuable pursuant to options granted under the Company’s stock option plan that are vested and exercisable within 60 days after the date hereof at an exercise price of Cdn$0.42 per share; (iv) 2,204 common shares issuable pursuant to options granted under the Company’s stock option plan that are vested and exercisable within 60 days after the date hereof at an exercise price of Cdn$0.40 per share; and (v) 31,250 common shares underlying Series B warrants held by Elora, which are exercisable from February 27, 2013 until February 27, 2018 at an exercise price of Cdn$0.60 per share, subject to a certain right of the Company to call the Series B warrants. Mr. Langille has sole voting and dispositive power over the shares held by Elora.

 
(b)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 7,527,351 common shares of the Company.
 
 
(ii)
Shared power to vote or to direct the vote: 0 common shares of the Company.
 
 
(iii)
Sole power to dispose or to direct the disposition: 7,527,351 common shares of the Company.
 
 
(iv)
Shared power to dispose or to direct the disposition: 0 common shares of the Company.
 
(c)           On February 19, 2015, the Company issued 31,250 common shares to Elora, for aggregate cash consideration of US$15,625, as a result of certain exercises of Series A Warrants.  Other than the foregoing, Mr. Langille did not effect any transactions in the Company’s common shares during the sixty (60) days preceding the date of this Schedule 13D.
 
 
 
 
 
 
 
CUSIP No. 89609J106 SCHEDULE 13D Page 7 of 9 Pages
 
 
(d)
Not applicable.

 
(e)
Not applicable.

 
(ii)
(a)
Elora is the beneficial owner of 6,875,000 common shares, or 6.9% of the Company’s outstanding common shares as of February 26, 2015, which includes (i) 6,843,750 common shares held by Elora; and (ii) 31,250 common shares underlying Series B warrants held by Elora, which are exercisable from February 27, 2013 until February 27, 2018 at an exercise price of Cdn$0.60 per share, subject to a certain right of the Company to call the Series B warrants. Mr. Langille has sole voting and dispositive power over the shares held by Elora.
 
 
(b)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 6,875,000 common shares of the Company.
 
 
(ii)
Shared power to vote or to direct the vote: 0 common shares of the Company.
 
 
(iii)
Sole power to dispose or to direct the disposition: 6,875,000 common shares of the Company.
 
 
(iv)
Shared power to dispose or to direct the disposition: 0 common shares of the Company.
 
 
(c)
On February 19, 2015, the Company issued 31,250 common shares to Elora, for aggregate cash consideration of US$15,625, as a result of certain exercises of Series A Warrants.  Elora did not effect any transactions in the Company’s common shares during the sixty (60) days preceding the date of this Schedule 13D.
 
 
(d)
Not applicable.

 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth under Item 3 above is hereby incorporated by reference to this Item 6.
 
The information contained in Exhibits 2 – 8 in Item 7 below is hereby incorporated by reference to this Item 6.
 
Item 7.
Material to be filed as Exhibits.

1.  
Agreement of Joint Filing dated March 18, 2015 between Mr. Langille and Elora.
 
Share Purchase Agreement dated December 1, 2011 between the Company, Elora Financial Management Inc., Mary-Ann Harris, Robert Harris and Scott Langille (incorporated by reference from Exhibit 2.1 to the Form 8-K/A filed by the Issuer with the Commission on February 11, 2013).
 
 
 
 
 
 
CUSIP No. 89609J106 SCHEDULE 13D Page 8 of 9 Pages
 
1.  
Employment Agreement between the Company and Mr. Langille dated December 1, 2011 (incorporated by reference from Exhibit 10.2 to the Form 8-K/A filed by the Issuer with the Commission on February 11, 2013).
 
2.  
Securities Purchase Agreement dated February 27, 2013 (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Issuer with the Commission on March 5, 2013).

3.  
Registration Rights Agreement dated February 27, 2013 (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by the Issuer with the Commission on March 5, 2013).

4.  
Form of Series A/Series B warrant (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by the Issuer with the Commission on March 5, 2013).
 
5.  
Registration Rights Agreement dated February 27, 2013 (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by the Issuer with the Commission on March 5, 2013).

6.  
Form of Series A/Series B warrant (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by the Issuer with the Commission on March 5, 2013).

7.  
Amending Agreement dated February 6, 2014 between the Company and Mr. Langille.
 
8.  
Employment Agreement between the Company and Mr. Langille dated January 1, 2015 (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by the Issuer with the Commission on February 2, 2015).
 
 
 
 
 
CUSIP No. 89609J106 SCHEDULE 13D Page 9 of 9 Pages
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  March 24, 2015
     
       
 
By:
/s/ Scott Langille  
   
Scott Langille
  
       
 
 
ELORA FINANCIAL MANAGEMENT INC.
  
       
 
By:
/s/ Scott Langille  
 
Name:
Scott Langille
  
 
Title:
    
EX-1 2 tbuff_ex1.htm AGREEMENT OF JOINT FILING tbuff_ex1.htm
Exhibit 1

AGREEMENT OF JOINT FILING
TRIBUTE PHARMACEUTICALS CANADA INC.
COMMON SHARES


In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and between them to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of March 24, 2015.
 
 
 
/s/ Scott Langille  
    Scott Langille  
     
     
 
ELORA FINANCIAL MANAGEMENT INC.
  
       
 
By:
/s/ Scott Langille  
    Scott Langille  
    President  
       


 
 EX-7 3 tbuff_ex7.htm AMENDING AGREEMENT tbuff_ex7.htm
Exhibit 7
 
AMENDING AGREEMENT
 
THIS AMENDING AGREEMENT dated effective the 6th day of February, 2014.
 
BETWEEN:
 
TRIBUTE PHARMACEUTICALS CANADA INC., a corporation organized under the laws of Ontario,
 
(hereinafter called the "Tribute"),
 
- and –
 
SCOTT LANGILLE., of the Town of Milton in the Province of Ontario,
 
(hereinafter called the "Executive"),
 
WHEREAS Tribute (formerly Stellar Pharmaceuticals Inc.) and the Executive entered into an Executive Employment Agreement (the "Agreement") dated December 1, 2011;
 
AND WHEREAS the parties hereto desire to make certain amendments to the Agreement as set forth herein;
 
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:
 
 
The definition of EBITDA in the Agreement is replaced with the following definition:
 
"EBITDA" means earnings before interest, taxes, depreciation, amortization, expense relating to the issuance of employee, director or officer stock options, and excludes any expenses for newly licensed or acquired products not approved for sale in 2014, all expenses specifically attributable to the development and licensing of Bezalip SR in the United States of America, provided however, that should the Corporation receive any milestone payment, royalty or any other source of revenue from licensing efforts in 2014 that positively impact the Gross Revenue at any time in 2014, than all such expenses related to the development, licensing or any other source related to Bezalip SR in the US shall be included in any EBITDA calculation, and any other expenses related to new projects or investor relation initiatives not currently captured in the Approved Budget as approved by the Board of Directors.
 
 
 
 
 
 
 
The following shall be in inserted after the second bullet point on page 8 of the Agreement.
 
If the Gross Revenue or EBITDA targets are not achieved in 2014 but:
 
(i)           90% to 95% of the Gross Revenue Target is achieved the Executive shall be entitled to 90% of the number of Options that would have vested if the Gross Revenue Target had been achieved;
 
(ii)          95% to 100% of the Gross Revenue Target is achieved the Executive shall be entitled to 95% of the number of Options that would have been issued if the Gross Revenue Target had been achieved;
 
(iii)         90% to 95% of the EBITDA Target is achieved the Executive shall be entitled to 90% of the number of Options that would have vested if the EBITDA Target had been achieved;
 
(iv)         95% to 100% of the EBITDA Target is achieved the Executive shall be entitled to 95% of the number of Options that would have vested if the EBITDA Target had been achieved.
 
 
The first paragraph on page 8 which commences with the words "The options in (ii) above shall have an exercise price…" is deleted in its entirety and the parties acknowledge that all options granted pursuant to the Agreement were issued on December 1, 2011 with an exercise price of $0.57 and an expiry date of December 1, 2016.
 
 
In all other respects, the terms of the Agreement shall remain in full force and effect between the parties and are otherwise unamended.
 
 
Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed thereto in the Agreement.
 
 
IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
 
TRIBUTE PHARMACEUTICALS CANADA INC.
 
By:
/s/ Arnold Tenney
 
Name: Arnold Tenney
 
Title:   Director
   
   
 
 
 
/s/ Scott Langille
 
SCOTT LANGILLE