Vicus Avshalom Ofer Files SC 13D for Aduro Clean Technologies

TL;DR

**Ofer takes stake in ADT!**

AI Summary

On November 7, 2024, Vicus Avshalom Ofer filed a Schedule 13D for Aduro Clean Technologies Inc. The filing indicates a change in beneficial ownership, with Ofer now holding a significant stake in the company. The specific percentage of ownership and the exact nature of the change are detailed within the full filing.

Why It Matters

This filing signals a potential shift in control or influence over Aduro Clean Technologies, which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake-building by investors, which can lead to increased volatility and potential activist campaigns.

Key Players & Entities

• Aduro Clean Technologies Inc. (company) — Subject Company
• Vicus Avshalom Ofer (person) — Filing Person
• newsfilecorp.com (company) — Filer

FAQ

Key Financial Figures

• $6.50 — xercise of stock options at a price of C$6.50 until August 6, 2029, of which 5,961 op
• $1.625 — of warrants exercisable at a price of C$1.625 until April 23, 2025, all of which are

Filing Documents

• formsc13d.htm (SC 13D) — 26KB
• 0001062993-24-019213.txt ( ) — 27KB

Security and Issuer

Item 1. Security and Issuer. This Statement relates to the common shares, without par value (the "Shares"), of Aduro Clean Technologies Inc., a British Columbia corporation (the "Issuer"). The principal executive offices of the Issuer are located at 542 Newbold Street, London, Ontario, N6E 2S5, Canada.

Identity and Background

Item 2. Identity and Background. (a) Name: Avshalom Ofer Vicus (the "Reporting Person"). (b) Business Address: The Reporting Person's business address is c/o Aduro Clean Technologies Inc., at 542 Newbold Street, London, Ontario, N6E 2S5, Canada. (c) Principal Occupation or Employment: The Reporting Person's principal occupation is serving as the Chief Executive Officer, Chairman and as a director of the Issuer. (d) Criminal Proceedings: During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceedings: During the last five years, the Reporting Person was not a party to any civil proceeding of a judicial or 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: The Reporting Person is a citizen of Canada and Israel.

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration. The Reporting Person acquired beneficial ownership of the securities described in this Statement as follows: 1. The Shares held by the Reporting Person were acquired pursuant to a securities exchange agreement, dated October 22, 2020, as amended, with Aduro Energy Inc. (the "Aduro Acquisition Agreement") which closed on April 28, 2021 and upon automatic conversions of special warrants acquired pursuant to the Aduro Acquisition Agreement which occurred on January 20, 2022 and August 16, 2024; 2. The warrants held by the Reporting Person were acquired pursuant to the Aduro Acquisition Agreement; and 3. The stock options held by the Reporting Person were acquired pursuant to a compensatory equity incentive grant by the Issuer on August 7, 2024.

Purpose of Transaction

Item 4. Purpose of Transaction. As described in Item 3 above, the Reporting Person is required to file a Schedule 13D. The securities described in this Statement are being held by the Reporting Person for investment purposes. The Reporting Person may acquire additional securities through compensatory grants by the Issuer or through public or private purchases of Shares. In the ordinary course of his duties as Chief Executive Officer, Chairman and director of the Issuer, the Reporting Person has and expects in the future to discuss and to make decisions regarding plans or proposals with respect to the matters specified in clauses (a) through (j) of this Item 4 with the Issuer. Except as described in this Statement or in his capacity as Chief Executive Officer, Chairman or director of the Issuer, the Reporting Person has no plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer. (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries. (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries. Page 3 of 5 Pages (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board. (e) Any material change in the present capitalization or dividend policy of the Issuer. (f) Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940. (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may imp

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) As of November 14, 2024, the Reporting Person beneficially owns: (i) 9,655,862 Shares, (ii) 47,693 common shares that may be issued on exercise of stock options at a price of C$6.50 until August 6, 2029, of which 5,961 options have vested, 3,974 will vest within the next 60 days, and the remainder will vest thereafter on a monthly basis in the amount of 1,987 options per month; and (iii) 134,153 common shares that may be issued on exercise of warrants exercisable at a price of C$1.625 until April 23, 2025, all of which are exercisable within sixty days. The Reporting Person owns 34.54% of the Shares, calculated based on 28,481,536 Shares, which consists of 28,299,690 Shares outstanding as of November 14, 2024 and 47,693 Shares that may be acquired on exercise of stock options and 134,153 Shares that may be issued on exercise of warrants. (b) The Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 9,837,708 Shares. (c) The Reporting Person has not effected any transaction in the Shares of the Issuer in the past sixty days. (d) No person, other than the Reporting 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 the Shares underlying the stock options or warrants identified in this Statement. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no other contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. None. Page 4 of 5 Pages 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. Dated: November 15, 2024 /s/ Avshalom Ofer Vicus Name: Avshalom Ofer Vicus The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). Page 5 of 5 Pages

View Full Filing

View this SC 13D filing on SEC EDGAR