SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
DiaMedica Therapeutics Inc.
(Name of Issuer)
Voting Common Shares
(Title of Class of Securities)
25253X 20 7
(CUSIP Number)
December 6, 2018
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP NO. 25253X 20 7 | SCHEDULE 13G |
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1 |
NAMES OF REPORTING PERSONS
CentreStone Ventures Limited Partnership
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) ☐
(b) ☐
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 598,698 (see Item 4)
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6 |
SHARED VOTING POWER 0
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7 |
SOLE DISPOSITIVE POWER 598,698 (see Item 4)
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8 |
SHARED DISPOSITIVE POWER 0
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,698 (see Item 4)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ Not Applicable
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0%
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12 |
TYPE OF REPORTING PERSON* PN |
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*SEE INSTRUCTIONS
| CUSIP NO. 25253X 20 7 | SCHEDULE 13G |
|
1 |
NAMES OF REPORTING PERSONS
CentreStone Ventures Inc.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) ☐
(b) ☐
|
|
|
3 |
SEC USE ONLY
|
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 598,698 (see Item 4)
|
|
6 |
SHARED VOTING POWER 0
|
|
|
7 |
SOLE DISPOSITIVE POWER 598,698 (see Item 4)
|
|
|
8 |
SHARED DISPOSITIVE POWER 0
|
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,698 (see Item 4)
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ Not Applicable
|
|
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0%
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|
12 |
TYPE OF REPORTING PERSON* CO |
|
*SEE INSTRUCTIONS
| CUSIP NO. 25253X 20 7 | SCHEDULE 13G |
|
1 |
NAMES OF REPORTING PERSONS
Dr. Albert D. Friesen
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) ☐
(b) ☐
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 705,913 (see Item 4)
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6 |
SHARED VOTING POWER 0
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7 |
SOLE DISPOSITIVE POWER 705,913 (see Item 4)
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8 |
SHARED DISPOSITIVE POWER 0
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 705,913 (see Item 4)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ Not Applicable
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|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%
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12 |
TYPE OF REPORTING PERSON* IN |
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*SEE INSTRUCTIONS
| Item 1(a). | Name of Issuer: |
| The name of the issuer is DiaMedica Therapeutics Inc. (the “Issuer”). | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
|
The address of the principal executive offices of the Issuer is 2 Carlson Parkway, Suite 260, Minneapolis, MN 55447. |
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| Item 2(a). | Name of Person Filing: |
| CentreStone Ventures Limited Partnership (“CentreStone LP”), CentreStone Ventures Inc. (“CentreStone”) and Dr. Albert D. Friesen (“Dr. Friesen”) are collectively referred to herein as the “Reporting Persons.” CentreStone is the general partner of CentreStone LP. | |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| The principal business address of each of the Reporting Persons is 4-1250 Waverley Street, Winnipeg, Manitoba R3T 6C6 Canada. | |
| Item 2(c). | Citizenship: |
| CentreStone LP and CentreStone are each Canadian corporations. Dr. Friesen is a Canadian citizen. | |
| Item 2(d). | Title of Class of Securities: |
| The class of equity securities to which this Statement relates are the voting common shares, no par value per share, of the Issuer (the “Common Shares”). | |
| Item 2(e). | CUSIP Number: |
| The CUSIP number of the Common Shares is 25253X 20 7. |
|
Item 3. |
If this Statement is filed pursuant to §240.13d-1(b), or §240.13d-2(b) or (c), check whether the filing person is a: |
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| (a) | ☐ | Broker or dealer registered under Section 15 of the Act. | |
| (b) | ☐ | Bank, as defined in Section 3(a)(6) of the Act. | |
| (c) | ☐ | Insurance company, as defined in Section 3(a)(19) of the Act. | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940. | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | ☐ | A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | ☐ | A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (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. | |
| (j) | ☐ | A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J). | |
| (k) | ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________. | ||
| Item 4. | Ownership: | ||
| (a) | Amount beneficially owned: CentreStone LP is the record owner of 598,698 Common Shares of the Issuer. CentreStone, the general partner of CentreStone LP, has delegated the sole voting and dispositive power over the Common Shares held by CentreStone LP to Dr. Friesen. Genesys Venture Inc. (“Genesys”) is the record owner of 107,215 Common Shares of the Issuer. Dr. Friesen, through his majority owned company, ADF Family Holding Corp., has sole voting and dispositive power over the Common Shares held by Genesys. | ||
| (b) | Percent of class: CentreStone LP and CentreStone 5.0%. Dr. Friesen 5.9%. The foregoing percentages are calculated based on 11,956,874 Common Shares represented to be outstanding by the Issuer on January 8, 2019. | ||
| (c) | Number of shares as to which CentreStone LP has: | ||
| (i) | Sole power to vote or to direct the vote | 598,698 | ||
| (ii) | Shared power to vote or to direct the vote | 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of | 598,698 | ||
| (iv) | Shared power to dispose or to direct the disposition of | 0 |
| Number of shares as to which CentreStone has: | ||||
| (i) | Sole power to vote or to direct the vote | 598,698 | ||
| (ii) | Shared power to vote or to direct the vote | 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of | 598,698 | ||
| (iv) | Shared power to dispose or to direct the disposition of | 0 | ||
| Number of shares as to which Dr. Friesen has: | ||||
| (i) | Sole power to vote or to direct the vote | 705,913 | ||
| (ii) | Shared power to vote or to direct the vote | 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of | 705,913 | ||
| (iv) | Shared power to dispose or to direct the disposition of | 0 | ||
| Item 5. | Ownership of Five Percent or Less of a Class: | |||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ☐. | ||||
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: | |||
| Not Applicable. | ||||
| 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. | ||||
| Item 8. | Identification and Classification of Members of the Group: | |||
| Not Applicable. | ||||
| Item 9. | Notice of Dissolution of Group: | |||
| Not Applicable. | ||||
| Item 10. | Certifications: | |||
| Not Applicable. | ||||
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: January 23, 2019
CentreStone Ventures Limited Partnership
By: CentreStone Ventures Inc.
Its: General Partner
By: /s/ Dr. Albert D. Friesen
Dr. Albert D. Friesen
Its: Managing Director
CentreStone Ventures Inc.
By: /s/ Dr. Albert D. Friesen
Dr. Albert D. Friesen
Its: Managing Director
/s/ Dr. Albert D. Friesen
Dr. Albert D. Friesen
EXHIBIT I
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the undersigned of the Common Shares of DiaMedica Therapeutics Inc.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Date: January 23, 2019
CentreStone Ventures Limited Partnership
By: CentreStone Ventures Inc.
Its: General Partner
By: /s/ Dr. Albert D. Friesen
Dr. Albert D. Friesen
Its: Managing Director
CentreStone Ventures Inc.
By: /s/ Dr. Albert D. Friesen
Dr. Albert D. Friesen
Its: Managing Director
/s/ Dr. Albert D. Friesen
Dr. Albert D. Friesen