| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | XBIT | Convertible Loan Agreement | Purchase | $24.7T | +2.47M | +180.27% | $10,000,000.00* | 3.84M | Jan 3, 2024 | Common Shares or Preferred Shares | 2.47M | $4.05 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | On January 3, 2024, XBiotech Inc. ("XBiotech" or the "Company") entered into a Convertible Loan Agreement (the "Loan") with John Simard, the Company's Founder, President, Chief Executive Officer and Chairman. The Loan provides $10 million in immediate funding for the construction of a new, state-of-the-art research and development facility at 5217 Winnebago Lane in Austin, Texas. The Loan is secured by the real estate and cash holdings of the Company, with interest to accrue at a simple rate equal to eight percent per year and interest-only payments to be made at six - month intervals after the Loan is funded. At Mr. Simard's election, the balance may be converted to XBiotech 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 this Agreement, which is $4.048 per share. Continued in Remarks. |
| F2 | As of the filing date of this Form 4, Mr. Simard could obtain up to 2,470,355 XBiotech common or preferred shares by converting the full $10,000,000 Loan balance at the conversion price of $4.048 per share. The total number of shares exercisable under the Loan could fluctuate based on Mr. Simard' cumulative stock ownership and the total number of XBiotech shares outstanding. |
| F3 | This figure is derived by adding the 2,470,355 shares that Mr. Simard could obtain by converting the Loan balance as of the filing date of this Form 4 to the 1,370,381 stock options Mr. Simard holds as previously disclosed in XBiotech's April 28, 2023 Schedule 14A. As stated in footnote 2 above, the total number of shares exercisable under the Loan could fluctuate based on Mr. Simard' cumulative stock ownership and the total number of XBiotech shares outstanding. |
The conversion feature is subject to a cap limiting the number of shares that could be converted under the Agreement based on Mr. Simard's total stock ownership in the Company at the time of conversion. The Loan also allows Mr. Simard to obtain immediate cash repayment of the Loan balance at his election one year after the loan is funded or upon certain other conditions set forth in the Loan. The Loan was negotiated, evaluated, and approved on behalf of the Company by a committee of independent and disinterested directors. A copy of the Loan is attached as Exhibit 1 hereto.