SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Laumas Sandeep

(Last)

(First)

(Middle)

C/O HILLSTREAM BIOPHARMA, INC.

1200 ROUTE 22 EAST, SUITE 2000

(Street)

BRIDGEWATER

08807

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2022

3. Issuer Name and Ticker or Trading Symbol
Hillstream BioPharma Inc. [ HILS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	636,008	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Note	⁽²⁾	⁽²⁾	Common stock	⁽²⁾	⁽²⁾	D
Convertible Note	⁽³⁾	⁽³⁾	Common stock	⁽³⁾	⁽³⁾	D

Explanation of Responses:

1. Sandeep Laumas is the Managing Member of Bearing Circle Capital LLC and in such capacity has the right to vote and dispose of the securities held by such entity.

2. On May 10, 2021, the Registrant issued the Reporting Person a $60,000 note which matures on the earlier of (i) May 10, 2024 and (ii) the closing of the Next Equity Financing. The note shall automatically convert into the type of Equity Securities issued in the Next Equity Financing and shall be equal to the quotient obtained by dividing the outstanding amount of the note by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million. "Next Equity Financing" means the next sale (or series of related sales) by the Registrant of its Equity Securities pursuant to which the Registrant receives gross proceeds of not less than $7.5 million (inclusive of the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of notes). "Equity Securities" means, subject to certain exceptions, the Registrant's common stock and common stock equivalents.

3. On August 4, 2021, the Registrant issued the Reporting Person a Subordinated Convertible Promissory Note (the "August Note") in the principal amount of $40,000. The August Note matures upon the earlier of (i) August 4, 2024 and (ii) the closing of the Next Equity Financing. The principal amount of the August Note together with accrued interest thereon shall automatically convert into the type of Equity Securities issued in the Next Equity Financing. The number of Equity Securities to be issued upon conversion of the August Note shall be equal to the quotient obtained by dividing the outstanding principal amount of the August Note together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing and (ii) an equity valuation of the Registrant of $50 million.

	/s/ Sandeep Laumas	01/11/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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