Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 8)*
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XBIOTECH INC. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
98400H102 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 98400H102 |
| 1 | Names of Reporting Persons
John Simard | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,624,530.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) This amount includes (i) 3,823,166 shares of common stock held by the Reporting Person, (ii) 870,381 shares of common stock issuable upon the exercise of stock options that are immediately exercisable within 60 days of December 31, 2024 held by the Reporting Person, and (iii) 1,930,983 shares of common stock issuable upon conversion of a convertible loan provided by the Reporting Person to the Issuer under a convertible loan agreement between the Reporting Person and the Issuer dated January 3, 2024 (the "Loan Agreement"). At the Reporting Person's election, the balance may be converted to the common 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 the Loan Agreement, which was $4.048 per share, subject to a 19.9% cap limiting the number of shares that could be converted under the Loan Agreement based on the Reporting Person's total stock ownership in the Company at the time of conversion. This amount of 1,930,983 shares is calculated based on the formula to cap the Reporting Person's total stock ownership in the Company not to exceed 19.9% of the Company's issued and outstanding common stock on the date such loan conversion is consummated. Without the contractual cap, that amount would be 2,470,355 and the total shares would be 7,163,902.(2)The percentage is calculated based upon a denominator that includes (i) 30,487,731 shares outstanding as of December 31, 2024 and (ii) an aggregate of 2,801,364 shares that are issuable upon the exercise of stock options and the conversion of the convertible loan by the Reporting Person.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
XBIOTECH INC. | <
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| (b) | Address of issuer's principal executive offices:
5217 Winnebago Ln, Austin, TX 78744 | |
| Item 2. | ||
| (a) | Name of person filing:
John Simard | |
| (b) | Address or principal business office or, if none, residence:
C/O XBiotech Inc., 5217 Winnebago Ln, Austin, TX 78744 | |
| (c) | Citizenship:
Canada | |
| (d) | Title of class of securities:
Common Shares, no par value | |
| (e) | CUSIP No.:
98400H102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
6,624,530 | |
| (b) | Percent of class:
19.9 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
6,624,530 shares | ||
| (ii) Shared power to vote or to direct the vote:
Not Applicable | ||
| (iii) Sole power to dispose or to direct the disposition of:
6,624,530 shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
Not Applicable | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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 and correct.
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