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.
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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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Milestone Pharmaceuticals Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
59935V107 (CUSIP Number) |
07/11/2025 (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. | 59935V107 |
| 1 | Names of Reporting Persons
Propel Bio Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,861,186.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: (1) The beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G. (2) Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Shares. The percentages set forth in Row 11 of the cover pages are calculated based upon 53,464,273 Shares outstanding as of May 14, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission in addition to 31,500,000 shares offered by the company in an offering on July 11, 2025, and assume the exercise of Warrants held by the Reporting Persons to purchase 3,736,296 Shares.
SCHEDULE 13G
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| CUSIP No. | 59935V107 |
| 1 | Names of Reporting Persons
Leen Kawas | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,861,186.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G. (2) Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Shares. The percentages set forth in Row 11 of the cover pages are calculated based upon 53,464,273 Shares outstanding as of May 14, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission in addition to 31,500,000 shares offered by the company in an offering on July 11, 2025, and assume the exercise of Warrants held by the Reporting Persons to purchase 3,736,296 Shares.
SCHEDULE 13G
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| CUSIP No. | 59935V107 |
| 1 | Names of Reporting Persons
Richard Kayne | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,861,186.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G. (2) Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Shares. The percentages set forth in Row 11 of the cover pages are calculated based upon 53,464,273 Shares outstanding as of May 14, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission in addition to 31,500,000 shares offered by the company in an offering on July 11, 2025, and assume the exercise of Warrants held by the Reporting Persons to purchase 3,736,296 Shares.
SCHEDULE 13G
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| CUSIP No. | 59935V107 |
| 1 | Names of Reporting Persons
Propel Bio Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,861,186.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G. (2) Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Shares. The percentages set forth in Row 11 of the cover pages are calculated based upon 53,464,273 Shares outstanding as of May 14, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission in addition to 31,500,000 shares offered by the company in an offering on July 11, 2025, and assume the exercise of Warrants held by the Reporting Persons to purchase 3,736,296 Shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Milestone Pharmaceuticals Inc. | |
| (b) | Address of issuer's principal executive offices:
1111 BOUL. DR.-FREDERIK-PHILIPS, STE 420, MONTREAL, QUEBEC, CANADA, H4M 2X6. | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Propel Bio Management, LLC (ii) Leen Kawas (iii) Richard Kayne (iv) Propel Bio Partners LLC | |
| (b) | Address or principal business office or, if none, residence:
(i) 11620 Wilshire Blvd, Suite 350, Los Angeles, CA 90025 (ii) 11620 Wilshire Blvd, Suite 350, Los Angeles, CA 90025 (iii) 11620 Wilshire Blvd, Suite 350, Los Angeles, CA 90025 (iv) 11620 Wilshire Blvd, Suite 350, Los Angeles, CA 90025 | |
| (c) | Citizenship:
(i) Delaware (ii) United States (iii) United States (iv) California | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
59935V107 | |
| 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).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) 8,861,186 (1)(2)(3) (ii) 8,861,186 (1)(2)(3) (iii) 8,861,186 (2)(3) (iv) 8,861,186 (2)(3) | |
| (b) | Percent of class:
(i) 9.99% (1)(2)(3) (ii) 9.99% (1)(2)(3) (iii) 9.99% (2)(3) (iv) 9.99% (2)(3) %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(i) 8,861,186 (ii) 8,861,186 (iii) 8,861,186 (iv) 8,861,186 | ||
| (ii) Shared power to vote or to direct the vote:
(i) 0 (ii) 0 (iii) 0 (iv) 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(i) 8,861,186 (ii) 8,861,186 (iii) 8,861,186 (iv) 8,861,186 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(i) 0 (ii) 0 (iii) 0 (iv) 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Reporting persons are holding 9.99% of the shares in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. | ||
| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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