UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Zomedica Pharmaceuticals Corp.
(Name of Issuer)
Common Stock without par value
(Title of Class of Securities)
98979F107
(CUSIP Number)
230 Huronview Blvd., Ann Arbor, Michigan 48103
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 2020
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. X☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 ("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).
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CUSIP No. 98979F107 |
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13D |
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Page 2 of 11 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (see instructions) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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7. |
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SOLE VOTING POWER |
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NUMBER OF SHARES BENEFICIALLY |
8. |
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SHARED VOTING POWER |
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OWNED BY EACH REPORTING |
9. |
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SOLE DISPOSITIVE POWER |
| PERSON WITH |
10. |
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SHARED DISPOSITIVE POWER |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14. |
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TYPE OF REPORTING PERSON (see instructions) |
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CUSIP No. 98979F107 |
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13D |
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Page 3 of 11 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (see instructions) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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7. |
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SOLE VOTING POWER |
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NUMBER OF SHARES BENEFICIALLY |
8. |
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SHARED VOTING POWER |
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OWNED BY EACH REPORTING |
9. |
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SOLE DISPOSITIVE POWER |
| PERSON WITH |
10. |
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SHARED DISPOSITIVE POWER |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14. |
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TYPE OF REPORTING PERSON (see instructions) |
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CUSIP No. 98979F107 |
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13D |
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Page 4 of 11 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (see instructions) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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7. |
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SOLE VOTING POWER |
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NUMBER OF SHARES BENEFICIALLY |
8. |
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SHARED VOTING POWER |
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OWNED BY EACH REPORTING |
9. |
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SOLE DISPOSITIVE POWER |
| PERSON WITH |
10. |
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SHARED DISPOSITIVE POWER |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14. |
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TYPE OF REPORTING PERSON (see instructions) |
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CUSIP No. 98979F107 |
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13D |
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Page 5 of 11 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (see instructions) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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7. |
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SOLE VOTING POWER |
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NUMBER OF SHARES BENEFICIALLY |
8. |
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SHARED VOTING POWER |
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OWNED BY EACH REPORTING |
9. |
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SOLE DISPOSITIVE POWER |
| PERSON WITH |
10. |
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SHARED DISPOSITIVE POWER |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14. |
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TYPE OF REPORTING PERSON (see instructions) |
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CUSIP No. 98979F107 |
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13D |
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Page 6 of 11 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (see instructions) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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7. |
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SOLE VOTING POWER |
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NUMBER OF SHARES BENEFICIALLY |
8. |
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SHARED VOTING POWER |
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OWNED BY EACH REPORTING |
9. |
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SOLE DISPOSITIVE POWER |
| PERSON WITH |
10. |
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SHARED DISPOSITIVE POWER |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14. |
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TYPE OF REPORTING PERSON (see instructions) |
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CUSIP No. 98979F107 |
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13D |
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Page 7 of 11 Pages |
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the common stock, no par value (the "Common Stock"), of Zomedica Pharmaceuticals Corp., an Alberta, Canada corporation (the "Issuer"). The address of the principal executive officers of the Issuer is 100 Phoenix Drive, Suite 190, Ann Arbor, Michigan 48108.
Item 2. Identity and Background.
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(a) |
Names of Persons Filing: |
This Schedule 13D is filed by Equidebt LLC; Wickfield Properties LLC; Lakeview Asset Management LLC; Bradley J. Hayosh; and Jeffrey S. Starman (together, the "Reporting Persons"). Each of the Reporting Persons is party to the certain Joint Filing Agreement, as further described in Item 6.
Equidebt LLC, a Michigan limited liability company
Wickfield Properties, LLC, a Michigan limited liability company
Lakeview Asset Management, LLC, a Michigan limited liability company
Bradley J. Hayosh, an individual
Jeffrey S. Starman, an individual
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(b) |
Residence or business address: |
Address of all Reporting Persons: 320 Huronview Blvd., Ann Arbor, Michigan 48103
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(c) |
Present principal occupation or employment: |
Bradley J. Hayosh is a real estate investor and developer employed by Wickfield Properties LLC.
Jeffrey S. Starman is a real estate investor and developer employed by Wickfield Properties LLC.
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(d) |
During the last five (5) years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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(e) |
During the last five (5) years, no Reporting Person has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such entity 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. |
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(f) |
Citizenship: |
Equidebt LLC, a Michigan limited liability company
Wickfield Properties, LLC, a Michigan limited liability company
Lakeview Asset Management, LLC, a Michigan limited liability company
Bradley J. Hayosh is a citizen of the United States.
Jeffrey S. Starman is a citizen of the United States.
Item 3. Source or Amount of Funds or Other Consideration.
The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b) as a result of entering into a Joint Filing Agreement as described below and filed as an exhibit to this statement. If the Reporting Persons are deemed to have formed a group, the Reporting Persons could be deemed to beneficially own the shares collectively held by the group, which would be an aggregate of 9,491,550 shares or 8.79% of the Common Stock of the Issuer; however, each of the Reporting Persons disclaims beneficial ownership of the shares held by other members of the group except as expressly set forth herein.
The source of funds is personal funds and working capital. The amount of funds used to purchase the 9,491,550 shares was approximately US$13,097,000. The funds were not borrowed except for a portion of the shares owned by Helen Starman which are held in a margin account.
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CUSIP No. 98979F107 |
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13D |
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Page 8 of 11 Pages |
Item 4. Purpose of Transaction.
The purpose for which the Shares were acquired by the Reporting Persons is for investment. Depending upon market conditions and other factors that the Reporting Persons may deem material, the Reporting Persons may purchase additional shares of Common Stock and/or related securities or may dispose of all or a portion of the Shares or related securities that such Reporting Persons now beneficially own or may hereafter acquire and/or may enter into transactions that increase or hedge one or more Reporting Person's economic exposure to the Shares without affecting such Reporting Person's beneficial ownership.
In the ordinary course of evaluating their investment, representatives of the Reporting Persons may also from time to time seek to (or be invited to) discuss the business and policies of the Issuer with the management or board of directors of the Issuer. The Reporting Persons have had and may continue to have discussions with other shareholders of the Issuer and may have discussions with the Issuer’s management and board of directors, potential acquirers and financing sources and other third parties relating to the Issuer’s business, operations, strategy, strategic alternatives for and relative valuations of the Issuer, including, but not limited to, in relation to the sale of its business or some or all of its assets, capital structure and capital raising alternatives, governance, current and future board and management team composition, future plans and related matters. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may take positions or make proposals with respect to potential changes in the operations, management, the certificate of incorporation and bylaws, Board of Directors composition, ownership, capital structure, dividend policy, strategy and plans of the Issuer as a means of enhancing stockholder value or may change their intention with respect to any and all matters referred to in Item 4. In addition, the Reporting Persons may consider making an additional investment by purchasing equity securities from the Issuer and/or loaning funds to the Issuer, and, if such additional investment is made, that investment may include a requirement that the investors participating in such investment be granted board representation and such other rights as the parties may agree to.
The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4 of this Schedule 13D. Except as set forth herein or such as would occur upon completion of any of the actions discussed herein, none of the Reporting Persons has any current plan or proposal as of the date hereof which would relate to or result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
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CUSIP No. 98979F107 |
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13D |
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Page 9 of 11 Pages |
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, the Reporting Persons may be deemed to beneficially own 9,491,550 shares (the "Shares"), or 8.79% of the outstanding Common Stock of the Issuer. The aggregate percentages of Common Stock reported owned by the Reporting Persons is based upon approximately 108,038,398 shares of Common Stock outstanding as of November 12, 2019, which is the total number of shares of Common Stock outstanding as disclosed on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019.
(b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference.
As a result of the formation of a group constituted hereby, each of the Reporting Persons could be deemed to beneficially own all the Shares; however, each of the Reporting Persons disclaims beneficial ownership of the Shares held by other Reporting Persons except as expressly set forth above.
Bradley J. Hayosh and Jeffrey S. Starman are Managers of Equidebt LLC and exercise shared voting and shared dispositive power over the shares held by Equidebt LLC and may be deemed to own beneficially the shares held by Equidebt because, acting jointly in their capacity as Managers, they can cause Equidebt LLC to make decisions regarding voting and disposition of shares.
Bradley J. Hayosh and Jeffrey S. Starman are also Managers of Wickfield Properties, LLC and exercise shared voting and shared dispositive power over the shares held by Wickfield Properties, LLC and may be deemed to own beneficially the shares held by Wickfield Properties because, acting jointly in their capacity as Managers, they can cause Wickfield Properties, LLC to make decisions regarding voting and disposition of shares.
Bradley J. Hayosh and JH5 Family LLC each own a 50% membership interest in Lakeview Asset Management LLC. Bradley J. Hayosh has sole dispositive power over the shares held by Lakeview Asset Management, and Jeffrey S. Starman owns a 39.5% interest in Lakeview Asset Management member JH5 Family LLC. Bradley J. Hayosh and Jeffrey S. Starman may be deemed to own beneficially the shares held by Lakeview Asset Management because, acting jointly in their capacity as Members, they can cause Lakeview Asset Management LLC to make decisions regarding voting and disposition of shares.
Bradley J. Hayosh owns 173,495 shares of the Issuer directly and Jeffrey S. Starman owns no shares of the Issuer directly.
Michelle Hayosh owns 30,186 shares of the Issuer and Bradley J. Hayosh may be deemed to have shared voting power and dispositive power over those shares.
Helen Starman owns 346,495 shares of the Issuer and Jeffrey S. Starman may be deemed to have shared voting power and shared dispositive power over those shares.
Starman Children Trust owns 10,400 shares of the Issuer and Jeffrey S. Starman may be deemed to have shared voting power and shared dispositive power over those shares.
Except as set forth on the cover pages hereto and under this paragraph (b), each Reporting Person has the sole power to vote or direct the vote and to dispose or direct the disposition of the Shares reported herein as owned by each such Reporting Person.
(c) No transactions in the Common Stock were effected during the past 60 days by the Reporting Persons, or, to the best of the knowledge of the Reporting Persons, by any of the other persons named in response to Item 2, if any.
(d) To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
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CUSIP No. 98979F107 |
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13D |
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Page 10 of 11 Pages |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On the date hereof, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
EXHIBIT LIST
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Exhibit A |
Joint Filing Agreement |
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Exhibit B |
Authorization |
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CUSIP No. 98979F107 |
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13D |
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Page 11 of 11 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
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EQUIDEBT LLC |
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Dated: January 23, 2020 |
By |
/s/ Bradley J. Hayosh |
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Bradley J. Hayosh |
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Manager |
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Dated: January 23, 2020 |
By |
/s/ Jeffrey S. Starman |
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Jeffrey S. Starman |
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Manager |
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WICKFIELD PROPERTIES, LLC |
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Dated: January 23, 2020 |
By |
/s/ Bradley J. Hayosh |
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Bradley J. Hayosh |
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Manager |
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Dated: January 23, 2020 |
By |
/s/ Jeffrey S. Starman |
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Jeffrey S. Starman |
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Manager |
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LAKEVIEW ASSET MANAGEMENT LLC |
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Dated: January 23, 2020 |
By |
/s/ Bradley J. Hayosh |
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Bradley J. Hayosh |
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Member |
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Dated: January 23, 2020 |
By |
/s/ Jeffrey S. Starman |
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JH5 Family LLC, Member |
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By Jeffrey S. Starman |
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/s/ Bradley J. Hayosh |
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Dated: January 23, 2020 |
Bradley J. Hayosh, individually |
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/s/ Jeffrey S. Starman |
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Dated: January 23, 2020 |
Jeffrey S. Starman, individually |
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EXHIBIT A
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, with respect to their ownership of the Common Stock of Zomedica Pharmaceuticals Corp. and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of this 23rd day of January 2020.
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EQUIDEBT LLC |
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By |
/s/ Bradley J. Hayosh |
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Bradley J. Hayosh |
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Manager |
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By |
/s/ Jeffrey S. Starman |
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Jeffrey S. Starman |
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Manager |
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WICKFIELD PROPERTIES, LLC |
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By |
/s/ Bradley J. Hayosh |
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Bradley J. Hayosh |
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Manager |
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By |
/s/ Jeffrey S. Starman |
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Jeffrey S. Starman |
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Manager |
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LAKEVIEW ASSET MANAGEMENT, LLC |
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By |
/s/ Bradley J. Hayosh |
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Bradley J. Hayosh |
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Member |
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By |
/s/ Jeffrey S. Starman |
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JH5 Family LLC, Member |
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By Jeffrey S. Starman |
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/s/ Bradley J. Hayosh |
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Bradley J. Hayosh, individually |
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/s/ Jeffrey S. Starman |
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Jeffrey S. Starman, individually |
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EXHIBIT B
AUTHORIZATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints EQUIDEBT LLC (the “Agent”) as an authorized agent and signatory to act on behalf of the undersigned, in any and all capacities, to:
1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 13 or Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
2) prepare and execute for and on behalf of the undersigned, in its capacity as the record or beneficial owner of the securities of any company registered with the SEC, any required (i) Schedules 13D and 13G in accordance with Section 13 of the Exchange Act and the rules thereunder (including any joint filing agreement), (ii) Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder (including any joint filing agreement), and (iii) Form 144 under Rule 144 of the Securities Act of 1933;
3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such reports, forms or schedules, and complete and execute any amendment or amendments thereto, and timely file any such reports, forms or schedules with the SEC and any stock exchange or similar authority; and
4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Agent, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Agent on behalf of the undersigned pursuant to this Authorization shall be in such form and shall contain such terms and conditions as such Agent may approve in such Agent’s discretion.
The undersigned hereby grants to such Agent full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such Agent shall lawfully do or cause or have caused to be done by virtue of this Authorization and the rights and powers herein granted. The undersigned acknowledges that the foregoing Authorization, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933.
This Authorization shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G, and Forms 3, 4, 5 and 144 with respect to the securities owned by the undersigned, unless earlier revoked by the undersigned.
[signatures appear on the following page]
IN WITNESS WHEREOF, the undersigned has caused this Authorization to be executed as of this 23rd day of January 2020.
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WICKFIELD PROPERTIES, LLC |
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By |
/s/ Bradley J. Hayosh |
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Bradley J. Hayosh |
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Manager |
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By |
/s/ Jeffrey S. Starman |
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Jeffrey S. Starman |
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Manager |
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LAKEVIEW ASSET MANAGEMENT, LLC |
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By |
/s/ Bradley J. Hayosh |
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Bradley J. Hayosh |
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Member |
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By |
/s/ Jeffrey S. Starman |
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JH5 Family LLC, Member |
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By Jeffrey S. Starman |
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/s/ Bradley J. Hayosh |
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Bradley J. Hayosh, Individually |
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/s/ Jeffrey S. Starman |
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Jeffrey S. Starman, Individually |
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