Statement of Beneficial Ownership (sc 13d)
December 18 2019 - 7:34AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
AdvanSource
Biomaterials Corporation
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
00767T
109
(CUSIP
Number)
c/o
Michael F. Adams
229
Andover Street,
Wilmington,
Massachusetts 01887
(978)
657-0075
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December
5, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 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 other subject to the liabilities of that section of Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 00767T 109
1
|
Names
of Reporting Person.
Michael
F. Adams
|
2
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
6
|
Citizenship
or Place of Organization
|
|
|
|
Massachusetts
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
3,284,934
|
8
|
Shared
Voting Power (see Item 5 below)
0
|
9
|
Sole
Dispositive Power
3,284,934
|
10
|
Shared
Dispositive Power (see Item 5 below)
0
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,284,934
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
11.62%
(1)
|
14
|
Type
of Reporting Person
IN
|
(1)
|
Based
on a total of 28,262,371 shares of common stock outstanding as of December 10, 2019 as reported by the Issuer in its Proxy
Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed by the Issuer with the SEC on December 17,
2019.
|
SCHEDULE
13D
This
Schedule 13D is filed on behalf of Michael F. Adams (the “Reporting Person”).
Item 1.
|
Security and Issuer
|
Securities
acquired: common stock, $0.001 par value (“Common Stock”)
|
Issuer:
|
AdvanSource Biomaterials Corporation (“Issuer”)
|
c/o
Michael F. Adams
229
Andover Street
Wilmington,
Massachusetts 01887
Item 2.
|
Identity and Background
|
|
|
Michael
F. Adams (“Mr. Adams”).
|
|
|
|
|
(b)
|
Residence
or business address:
The
address of the Reporting Person is 229 Andover Street, Wilmington, Massachusetts 01877.
|
|
(c)
|
Present
principal occupation or employment and the name, principal business and address of any corporation or other organization in
which such employment is conducted:
|
|
|
|
|
|
Mr. Adams
is the Chief Executive Officer, President and a Director of the Issuer. The Issuer’s address is 229 Andover Street,
Wilmington, Massachusetts 01877.
|
(d) The
Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The
Reporting Persons has not, during the last five years, been a party to civil proceeding of a judicial 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) Citizenship:
United
States.
Item 3.
|
Source and Amount of Funds
or Other Consideration.
|
The
Reporting Person was granted by the Issuer an option for 300,000 shares on September 4, 2013 and an option for 2,500,000 shares
on August 17, 2017. The statement is being filed to report the exercise of stock options by the Reporting Person on December 5,
2019. The options were granted by the Issuer to the Reporting Person as compensation and without consideration. The Reporting
Person paid $143,000 for 2,383,333 shares of Common Stock upon the exercise of two options. The Reporting Person exercised another
option, on a cashless basis, to receive 291,667 shares of Common Stock. The payment of the exercise price of such stock options
was paid from personal funds. The remaining 609,934 shares of Common Stock were acquired from open market purchases. The Reporting
Person did not acquire ownership of any shares of Common Stock with borrowed funds.
Item
4.
|
Purpose
of the Transaction
|
In
connection with the transactions contemplated by that certain Asset Purchase Agreement (the “Purchase Agreement”),
by and between the Company and Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“Buyer”), entered
into on November 25, 2019, pursuant to which the Company agreed to sell substantially all of its assets to Buyer on the terms
and subject to the conditions set forth in the Purchase Agreement (the “Asset Sale”), and on December 5, 2019, the
Reporting Person exercised options to purchase 2,675,000 shares of the Company’s Common Stock. In connection with the Purchase
Agreement, the Reporting Person entered into a Voting and Support Agreement (the “Voting Agreement”), by and among
the Buyer certain stockholders of the Company, including the Reporting Person, pursuant to which the Reporting Person agreed to
vote all of his shares of the Company’s common stock in favor of the Purchase Agreement and related transactions and to
otherwise take certain other actions in support of the Purchase Agreement and related transactions and refrain from taking actions
that would adversely affect such stockholder’s ability to perform its obligations under the Voting Agreement. The Voting
Agreement prevents transfer of the Company’s common stock held by the stockholder party thereto between the date of the
Voting Agreement and the date of the Company’s special meeting of stockholders, except for certain permitted transfers.
Except
for the foregoing, the Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred
to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.
|
Interest in Securities of the Issuer
|
(a)-(b)
The aggregate number and percentage of Common Stock beneficially owned by the Reporting Person (on the basis of a total of 28,262,371
shares of common stock outstanding as of December 17, 2019 as reported by the Issuer in its Proxy Statement pursuant to Section
14(a) of the Securities Exchange Act of 1934, filed by the Issuer with the SEC on December 17, 2019) are as follows:
Michael
F. Adams
|
a)
|
|
Amount
beneficially owned: 3,284,934 shares of Common Stock
|
|
Percentage
of shares of Common Stock: 11.62%
|
b)
|
|
Number
of shares of Common Stock to which the Reporting Person has:
|
|
|
|
i.
|
Sole
power to vote or to direct the vote:
|
|
3,284,934
|
|
ii.
|
Shared
power to vote or to direct the vote:
|
|
0
|
|
iii.
|
Sole
power to dispose or to direct the disposition of:
|
|
3,284,934
|
|
iv.
|
Shared
power to dispose or to direct the disposition of:
|
|
0
|
(c)
The Reporting Person has not effected any transactions of the Issuer’s Common Stock during the 60 days preceding the date
of this report, except as described in Item 6 of this Schedule 13D which information is incorporated herein by reference.
(d)
Not applicable.
(e)
Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
|
Asset
Purchase Agreement by and between the Company and Mitsubishi Chemical Performance Polymers, Inc.
In
connection with the transactions contemplated by that certain Asset Purchase Agreement (the “Purchase Agreement”),
by and between the Company and Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“Buyer”), entered
into on November 25, 2019, pursuant to which the Company agreed to sell substantially all of its assets to Buyer on the terms
and subject to the conditions set forth in the Purchase Agreement (the “Asset Sale”), the Reporting Person exercised
options to purchase 2,675,000 shares of the Company’s Common Stock. In connection with the Purchase Agreement, the Reporting
Person entered into a Voting and Support Agreement (the “Voting Agreement”), by and among the Buyer certain stockholders
of the Company, including the Reporting Person, pursuant to which the Reporting Person agreed to vote all of his shares of the
Company’s common stock in favor of the Purchase Agreement and related transactions and to otherwise take certain other actions
in support of the Purchase Agreement and related transactions and refrain from taking actions that would adversely affect such
stockholder’s ability to perform its obligations under the Voting Agreement. The Voting Agreement prevents transfer of the
Company’s common stock held by the stockholder party thereto between the date of the Voting Agreement and the date of the
Company’s special meeting of stockholders, except for certain permitted transfers.
The
description of the Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of
which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 2, 2019 (and is
incorporated by reference herein as Exhibit 10.1).
Voting
and Support Agreements by and among the Company and certain stockholders.
In
connection with the Purchase Agreement, the Reporting Person entered into a Voting and Support Agreement (the “Voting Agreement”),
by and among the Buyer certain stockholders of the Company, including the Reporting Person, pursuant to which the Reporting Person
agreed to vote all of his shares of the Company’s common stock in favor of the Purchase Agreement and related transactions
and to otherwise take certain other actions in support of the Purchase Agreement and related transactions and refrain from taking
actions that would adversely affect such stockholder’s ability to perform its obligations under the Voting Agreement. The
Voting Agreement prevents transfer of the Company’s common stock held by the stockholder party thereto between the date
of the Voting Agreement and the date of the Company’s special meeting of stockholders, except for certain permitted transfers.
The
description of the Voting Agreement is qualified in its entirety by reference to the full text of such agreement, a form of which
was filed by the Issuer as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 2, 2019
(and is incorporated by reference herein as Exhibit 10.2).
Item 7.
|
Material to be Filed as Exhibits
|
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.
Date:
December 17, 2019
|
By:
|
/s/
Michael F. Adams
|
|
|
Michael
F. Adams
|
6
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