Sec Form 3 Filing - Laumas Sandeep @ Hillstream BioPharma Inc. - 2022-01-11

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Laumas Sandeep 2. Issuer Name and Ticker or Trading Symbol Hillstream BioPharma Inc. [ HILS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HILLSTREAM BIOPHARMA, INC., 1200 ROUTE 22 EAST, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2022 (Street) BRIDGEWATER, NJ08807 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 636,008 I See Footnote( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Note ( 2 ) ( 2 ) ( 2 ) Common stock ( 2 ) D Convertible Note ( 3 ) ( 3 ) ( 3 ) Common stock ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Laumas Sandeep C/O HILLSTREAM BIOPHARMA, INC. 1200 ROUTE 22 EAST, SUITE 2000 BRIDGEWATER, NJ08807 X Signatures /s/ Sandeep Laumas 01/11/2022 Signature of Reporting Person Date

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.

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 4(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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