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UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| SCHEDULE 13D | ||
| (Rule 13d-101) |
Under the Securities Exchange Act of 1934*
|
Zomedica Pharmaceuticals Corp. |
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
98979F107
(CUSIP Number)
Gerald Solensky Jr.
c/o Zomedica Pharmaceuticals Corp.
100 Phoenix Drive, Suite 190
Ann Arbor, Michigan 48108
Telephone: (734) 369-2555
Copies to:
Richard DiStefano, Esq.
Brian North, Esq.
Buchanan Ingersoll & Rooney PC
640 Fifth Avenue
New York, New York 10019-6102
Telephone: 212.440.4455
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 10, 2019
(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 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 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 the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “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.: 98979F107
| 1. | Names of Reporting Persons | |
| 2. | Check the appropriate box if a member of a group (see instructions) | |
| (a) | ☐ | |
| (b) | ☐ | |
| 3. | SEC use only
| |
| 4. | Source of funds (see instructions) | |
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6. | Citizenship or place of organization | |
| Number of shares beneficially owned by each reporting person with: |
7. |
Sole voting power |
| 8. |
Shared voting power | |
| 9. |
Sole dispositive power | |
| 10. |
Shared dispositive power
0 |
| 11. | Aggregate amount beneficially owned by each Reporting Person |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐ |
| 13. | Percent of class represented by amount in Row (11) |
| 14. | Type of Reporting Person (see instructions)
IN |
| (1) | As of the date of this Statement, the Reporting Person, in his individual capacity, holds 38,150,936 Common Shares of the Issuer and fully vested and immediately exercisable options to purchase up to 2,100,000 Common Shares of the Issuer. Accordingly, for the purposes of Rule 13d-3 under the Act, the Reporting Person may be deemed to beneficially own, as at the date of this Statement, an aggregate of 40,250,936 Common Shares, or 39.0% of the Common Shares outstanding. The beneficial ownership percentage reported herein is based on: (A) 101,121,923 Common Shares outstanding as of January 14, 2019, as disclosed in the Issuer’s Prospectus (Registration No. 333-229014), filed with the Securities and Exchange Commission on February 8, 2019, and (B) as per Rule 13d-3(d)(i) under the Act, the quotient obtained by dividing (a) the aggregate number of Common Shares beneficially owned by the Reporting Person by (b) the sum of (i) 101,121,923 Common Shares outstanding as of January 14, 2019, and (ii) 2,100,000 Common Shares that are subject to the Reporting Person’s options. |
Page 2 of 6 Pages
Explanatory Note
This Schedule 13D (this “Statement”) is being filed by the Reporting Person (as defined below) in connection with his acquisition of the beneficial ownership of Common Shares (as defined below) on January 10, 2019, which exceeded two percent of the outstanding Common Shares of the Issuer on that date. The Reporting Person previously reported his beneficial ownership of securities of the Issuer on a Schedule 13G filed with the Securities and Exchange Commission (“SEC”) on November 21, 2017, as amended by Amendment No. 1 thereto filed with the SEC on February 14, 2018, pursuant to Rule 13d-1(d) under the Act.
Item 1. Security and Issuer.
This Statement relates to the common shares without par value (the “Common Shares”) of Zomedica Pharmaceuticals Corp, an Alberta, Canada corporation (the “Issuer”).
The principal executive offices of the Issuer are located at 100 Phoenix Drive, Suite 190, Ann Arbor, MI 48108.
Item 2. Identity and Background.
(a) This Statement is being filed by, and reflects the holdings of, Gerald A. Solensky Jr. (the “Reporting Person”).
(b) The business address of the Reporting Person is c/o Zomedica Pharmaceuticals Corp., 100 Phoenix Drive, Suite 190, Ann Arbor, MI 48108.
(c) The present principal occupation of the Reporting Person is Chairman of the Board of Directors, President and Chief Executive Officer of the Issuer. The address of the Issuer is set forth in Item 1 of this Statement.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds of Other Consideration.
This Statement is being filed as a result of the grant, on January 10, 2019, by the Issuer to the Reporting Person of options to purchase up to 2,100,000 Common Shares of the Issuer at an exercise price of $1.52 per Common Share (the “Options”) pursuant to the Issuer’s stock option plan. The Options are immediately exercisable and expire on January 10, 2021. The Options were issued to the Reporting Person as part of a grant of options to purchase an aggregate of 5,995,000 Common Shares to the Issuer's officers, directors, employees, and consultants. No payment was made by the Reporting Person for the grant of the Options.
The remaining 38,150,936 Common Shares of the Issuer beneficially owned by the Reporting Person were acquired by the Reporting Person as follows: (i) 200,000 Common Shares were acquired upon exercise of options to purchase Common Shares of the Issuer, granted to the Reporting Person by the Issuer on December 21, 2016 and exercised on October 11, 2018, at a price per share of $1.2; (ii) 750,000 Common Shares were acquired upon exercise of options to purchase Common Shares of the Issuer, granted to the Reporting Person on December 21, 2016 and exercised on December 19, 2017, at a price per Common Share of $1.2; and (iii) the remainder of the Common Shares were acquired prior to the registration of the Issuer’s Common Shares under the Act. The source of the funds used by the Reporting Person to exercise the options described in clauses (i) and (ii) of the preceding sentence were personal loans advanced to the Reporting Person by Jeffrey Starman. Pursuant to an unwritten understanding the Reporting Person has with Jeffrey Starman, the loans are unsecured personal loans which do not bear interest and do not have a fixed maturity date. The Reporting Person and Jeffrey Starman do not have any understanding with respect to the voting or disposition of the Common Shares acquired with the loan proceeds. Based on Issuer’s Prospectus (Registration No. 333-229014), filed with the Securities and Exchange Commission on February 8, 2019, Mr. Starman shares with Bradley J. Hayosh voting and dispositive power over 8,517,913 of the Issuer's Common Shares held by Equidebt LLC and 47,866 of the Issuer's Common Shares held by Wickfield Properties LLC.
Page 3 of 6 Pages
Item 4. Purpose of Transaction.
The Common Shares of the Issuer held by the Reporting Person were acquired for investment purposes.
The Reporting Person does not currently have any plans or proposals which relate to or would result in:
(a) the acquisition or disposition of additional securities of the Issuer; provided, however, that the Reporting Person reserves the right to acquire additional securities of the Issuer for investment purposes (including through the exercise of the Options) or to dispose of securities of the Issuer at any time;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the Issuer;
(f) any material change in the Issuer’s present business or corporate structure;
(g) changes in the Issuer’s present charter, bylaws or instruments corresponding thereto, or such other actions which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
The Reporting Person, may, from to time, review or reconsider his position and formulate plans or proposals with respect to items (a) through (j) above, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Statement, the Reporting Person, in his individual capacity, holds 38,150,936 Common Shares of the Issuer and fully vested and immediately exercisable Options to purchase up to 2,100,000 Common Shares of the Issuer. Accordingly, for the purposes of Rule 13d-3 under the Act, the Reporting Person may be deemed to beneficially own, as at the date of this Statement, an aggregate of 40,250,936 Common Shares, or 39.0% of the Common Shares outstanding. The beneficial ownership percentage reported herein is based on; (A) 101,121,923 Common Shares outstanding as of January 14, 2019, as disclosed in the Issuer’s Prospectus (Registration No. 333 229014), filed with the Securities and Exchange Commission on February 8, 2019, and (B) as per Rule 13d-3(d)(i) under the Act, the quotient obtained by dividing (a) the aggregate number of Common Shares beneficially owned by the Reporting Person by (b) the sum of (i) 101,121,923 Common Shares outstanding as of January 14, 2019, and (ii) 2,100,000 Common Shares that are subject to the Reporting Person’s Options. The Options are treated as exercised only for the purpose of computing the percentage beneficial ownership of the Reporting Person.
(b) As of the date of this Statement, the Reporting Person has the sole power to vote and direct the vote and the sole power to dispose and direct the disposition over all of the 40,250,936 Common Shares beneficially owned by him (assuming the exercise of all exercisable securities listed in subsection (a) above).
(c) Except for the grant of the Options by the Issuer to the Reporting Person, as described in Item 3 which is hereby incorporated by reference in this Item 5(c), the Reporting Person has not effected any transactions in the Common Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
See Item 3 for a description of the unwritten understanding the Reporting Person has with Jeffrey Starman with respect to the loans used by the Reporting Person to exercise the options to purchase 200,000 Common Shares on October 11, 2018 and 750,000 Common Shares on December 19, 2017.
Item 7. Material to be Filed as Exhibits.
Option Agreement dated January 10, 2019
Page 4 of 6 Pages
SIGNATURE
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.
Dated: February 14, 2019
| GERALD SOLENSKY JR. | |
/s/ Gerald Solensky, Jr. |
Attention – Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001).
Page 5 of 6 Pages
Exhibit List
| Exhibit A | Option Agreement dated January 10, 2019 |
Page 6 of 6 Pages
Exhibit A
OPTION AGREEMENT
(the “Agreement”)
This Agreement dated the 10th day of January, 2019.
B E T W E E N:
ZOMEDICA PHARMACEUTICALS CORP., a corporation incorporated under the laws of the Province of Alberta (hereinafter called the “Corporation”),
OF THE FIRST PART
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Gerald Solensky Jr., an individual residing in the City of Orchard Lake, in the State of MI, USA (hereinafter called the “Participant”)
OF THE SECOND PART
WHEREAS the Participant is an officer of the Corporation (or a subsidiary thereof) and has been designated by the Corporation as eligible to participate in the stock option plan (the “Plan”) of the Corporation;
AND WHEREAS the Corporation desires to grant to the Participant an option to purchase common shares in the capital of the Corporation (the “Shares”) in accordance with the terms of the Plan;
NOW THEREFORE THIS AGREEMENT WITNESSETH that the parties hereto agree as follows:
1. The Corporation hereby grants to the Participant an irrevocable option (the “Option”) to purchase all or any part of 2,100,000 Shares at a price of USD $1.52 per share, subject to the terms and conditions set forth herein.
2. The Option expires and terminates at 4:30 p.m. (Calgary time) on the day (the “Expiry Date”) that is the earlier of (i) the second (2nd) anniversary of the date hereof and (ii) the dates determined by Sections 6 and 7 below.
3. Subject to the more specific provisions of the Plan and this Agreement, the Shares optioned under this Agreement shall vest immediately.
4. Except as provided in Sections 6 and 7 below, the Option may only be exercised while the Participant is a director, officer, employee or consultant of the Corporation. The Participant (or his legal or personal representative) may exercise the Option by delivering to the Corporation, at its principal office in Calgary, Alberta:
| (a) | a written notice expressing the intention to exercise the Option and specifying the number of Shares in respect of which the Option is exercised; |
| (b) | a cash payment, cheque or bank draft, representing the full purchase price of the Shares in respect of which the Option is exercised; and |
| (c) | in the event that the Option is exercised in accordance with this Agreement by persons other than the Participant, proof satisfactory to the Corporation of the right of such persons to exercise the Option. |
5. Upon the exercise of the Option as aforesaid, the Corporation shall employ its reasonable efforts to forthwith deliver, or cause the registrar and transfer agent of the Shares to deliver, to the Participant (or his legal, personal representative) or to the order thereof, a certificate representing the aggregate number of fully paid and non-assessable Shares as the Participant (or his legal, personal representative) shall have then paid for.
6. Subject to any written agreement between the Corporation and a Participant providing otherwise, if the Participant shall cease to be a director, officer, employee or consultant of the Corporation for any reason other than death, the Option granted herein shall expire and terminate immediately as to the then unvested portion thereof, with the balance of the unexercised vested portion of the Option expiring at 4:30 p.m. (Calgary time) on the day that is the earlier of: (i) the ninetieth (90th) day after the date the Participant ceases to be a director, officer, employee or consultant or the thirtieth (30th) day after the date that Participant ceases to be engaged in investor relation activities; and (ii) the period during which an Option may be exercised (the “Option Period”).
7. Subject to any written agreement between the Corporation and a Participant providing otherwise, if in the event of the death of the Participant, the Option shall be exercisable until 4:30 p.m. (Calgary time) on the day that is the earlier of (i) twelve (12) months after the date of death of the Participant and (ii) the Option Period, and then only:
| (a) | by the person or persons to whom the Participant’s rights under the Option shall pass by the Participant’s will or applicable law; and |
| (b) | to the extent that he was entitled to exercise the Option as at the date of his death. |
8. The Participant acknowledges and agrees that neither the selection of him as a Participant under the Plan, nor the granting of the Option hereunder shall (i) confer upon him any right to continue as a director, officer, employee or consultant of the Corporation, as the case may be, or (ii) be construed as a guarantee that the Participant will continue as a director, officer, employee or consultant of the Corporation, as the case may be. The Participant further acknowledges and agrees that this Agreement and the Option granted hereby shall in no way constitute the basis for a claim for damages by the Participant against the Corporation in the event of the termination of the employment of the Participant with the Corporation for any reason whatsoever, including the Participant’s wrongful dismissal, and the Participant hereby releases and forever discharges the Corporation from all claims and rights of action for damages whatsoever based upon or arising out of this Agreement and the Option.
9. The Participant shall not have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of the Option until such Shares have been paid for in full and issued to the Participant.
10. The number of Shares deliverable upon the exercise of the Option shall be increased or decreased proportionately in the event of the subdivision or consolidation of the outstanding Shares of the Corporation prior to the Expiry Date, without any change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each Share covered by the Option. In case the Corporation is reorganized or merged or consolidated or amalgamated with another corporation, appropriate provisions shall be made for the continuance of the Option and to prevent its dilution or enlargement. Adjustments under this Section 10 shall be made by the board of directors (the “Board”) of the Corporation (or by such committee or persons as may be delegated such authority pursuant to the Plan), whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Shares shall be issued on any such adjustment.
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11. The Option and all benefits and rights accruing to the Participant hereunder shall not be transferable or assignable unless specifically provided herein. During the lifetime of the Participant the Option granted hereunder may only be exercised by the Participant as herein provided and in the event of the death of the Participant, by the person or persons to whom the Participant’s rights under the Option pass by the Participant’s will or applicable law.
12. The Participant acknowledges and agrees that the Board may, at any time, suspend or terminate the Plan. The Board may also at any time amend or revise the terms of the Plan, provided that no such amendment or revision shall materially alter the terms of the Option granted herein.
13. The obligation of the Corporation to issue and deliver Shares on the exercise of the Option in accordance with the terms and conditions of this Agreement is subject to applicable securities legislation and to the receipt of any approvals that may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If Shares cannot be issued to the Participant upon the exercise of the Option for any reason whatsoever, the obligation of the Corporation to issue such Shares shall terminate and any funds paid to the Corporation in connection with the exercise of the Option will be returned to the Participant as soon as practicable.
14. The Participant acknowledges that he has read and understood the Plan and the Participant and the Corporation agree that all provisions thereof apply to the parties hereto and to this Agreement with the same effect as if such provisions were set out in this Agreement. Whenever any provision of this Agreement conflicts with any provision of the Plan, as may be amended from time to time, the provisions of this Plan shall prevail.
15. This Agreement and the Participant shall be subject to the rules and policies of any stock exchange or exchanges on which the Shares of the Corporation are then listed, any other regulatory body having jurisdiction and applicable securities legislation. The Participant acknowledges that the Shares that are the subject of the Options granted under this Agreement are subject to resale restrictions imposed as a consequence of securities legislation and/or the policies of the stock exchange on which the Shares may be listed for trading. Any certificate representing Shares issued upon the exercise of the Options prior to the date occurring four months and one day from the date hereof will bear the following legends:
“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE May 11, 2019.”
WITHOUT THE PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL May 11, 2019.”
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provided that any time subsequent to the date occurring four months and one day from the date hereof any certificate representing such Shares may be exchanged for a certificate bearing no such legends.
In addition to the foregoing, Options granted in the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)), or Shares issued in the United States or to U.S. persons upon exercise of any Options pursuant to an exemption from registration under the U.S. Securities Act and applicable state securities laws shall bear the following legend restricting transfer under applicable United States federal and state securities laws:
THE SECURITIES REPRESENTED HEREBY [and for Options, the following will be added: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN CONNECTION WITH ANY TRANSFERS PURSUANT TO (C)(1) OR (D) ABOVE, THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING, REASONABLY SATISFACTORY TO THE CORPORATION, TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.]
16. Time shall be of the essence of this Agreement.
17. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date and year first above written.
| ZOMEDICA PHARMACEUTICALS CORP. | ||
| Per: | /s/ Gerald Solensky, Jr. | |
| Gerald Solensky Jr. | ||
| President and Chief Executive Officer | ||
| SIGNED, SEALED AND DELIVERED | ||
| in the presence of: | ||
| /s/ David Stowell | /s/ Gerald Solensky, Jr. | |
| Witness | Gerald Solensky, Jr |
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