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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 9)1
| Catalyst Biosciences, Inc. | ||
| (Name of Issuer) | ||
| Common Stock, par value $0.001 per share | ||
| (Title of Class of Securities) | ||
| 14888D208 | ||
| (CUSIP Number) | ||
| JULIAN D. SINGERJDS1, LLC 2200 Fletcher Avenue, Suite 501 Fort Lee, New Jersey 07024 (201) 592-3400 | ||
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | ||
| March 15, 2022 | ||
| (Date of Event which Requires Filing of this Statement) | ||
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box 󠄀󠄠
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
____________________
1 The information required on 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 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. 14888D208
| 1 |
NAME OF REPORTING PERSON
JDS1, LLC |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
¨ |
|
|
|
(b)
|
¨ | ||
| 3 |
SEC USE ONLY
| |||
| 4 |
SOURCE OF FUNDS*
| |||
| WC, AF | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Delaware | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
|
| 0 | ||
| 8 |
SHARED VOTING POWER
| |
| 1,312,532 | ||
| 9 |
SOLE DISPOSITIVE POWER
| |
| 0 | ||
| 10 |
SHARED DISPOSITIVE POWER
| |
| 1,312,532 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 1,312,532 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 4.18%2 |
| 14 | TYPE OF REPORTING PERSON* |
| OO |
____________________
2 The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based upon 31,409,707 shares of Common Stock outstanding, which is the total number of Shares outstanding as of November 8, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2021.
CUSIP NO. 14888D208
| 1 |
NAME OF REPORTING PERSON
CCUR Holdings, Inc. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
¨ |
|
|
|
|
(b)
|
¨ | |||
| 3 |
SEC USE ONLY
|
||||
| 4 |
SOURCE OF FUNDS*
|
||||
| WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
|
| 0 | ||
| 8 |
SHARED VOTING POWER
532,100 | |
| 9 |
SOLE DISPOSITIVE POWER
| |
| 0 | ||
| 10 |
SHARED DISPOSITIVE POWER
| |
| 532,100 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 532,100 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 1.69% |
| 14 |
TYPE OF REPORTING PERSON*
|
| CO |
CUSIP NO. 14888D208
| 1 |
NAME OF REPORTING PERSON
CIDM II, LLC |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
¨ |
|
|
|
|
(b)
|
¨ | |||
| 3 |
SEC USE ONLY
|
||||
| 4 |
SOURCE OF FUNDS*
|
||||
| AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
|
| 0 | ||
| 8 |
SHARED VOTING POWER
532,100 | |
| 9 |
SOLE DISPOSITIVE POWER
| |
| 0 | ||
| 10 |
SHARED DISPOSITIVE POWER
| |
| 532,100 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 532,100 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 1.69% |
| 14 |
TYPE OF REPORTING PERSON*
|
| OO |
CUSIP NO. 14888D208
| 1 |
NAME OF REPORTING PERSON
Julian D. Singer |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
¨ |
|
|
|
(b)
|
¨ | ||
| 3 |
SEC USE ONLY
| |||
| 4 |
SOURCE OF FUNDS*
| |||
| AF | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
| |||
| United States | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
|
| 0 | ||
| 8 |
SHARED VOTING POWER
| |
| 1,312,532 | ||
| 9 |
SOLE DISPOSITIVE POWER
| |
| 0 | ||
| 10 |
SHARED DISPOSITIVE POWER
| |
| 1,312,532 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 1,312,532 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 4.18% |
| 14 | TYPE OF REPORTING PERSON* |
| IN |
CUSIP NO. 14888D208
| 1 |
NAME OF REPORTING PERSON
David S. Oros |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
¨ |
|
|
|
(b)
|
¨ | ||
| 3 |
SEC USE ONLY
| |||
| 4 |
SOURCE OF FUNDS*
| |||
| PF | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| United States | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
338,600 |
| 8 |
SHARED VOTING POWER
| |
| 0 | ||
| 9 |
SOLE DISPOSITIVE POWER
| |
| 338,600 | ||
| 10 |
SHARED DISPOSITIVE POWER
| |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 338,600 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 1.08% |
| 14 |
TYPE OF REPORTING PERSON*
|
| IN |
CUSIP NO. 14888D208
| 1 |
NAME OF REPORTING PERSON
Shelly C. Lombard |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
¨ |
|
|
|
(b)
|
¨ | ||
| 3 |
SEC USE ONLY
| |||
| 4 | SOURCE OF FUNDS* | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| United States | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
| |
| 0 | ||
| 9 |
SOLE DISPOSITIVE POWER
| |
| 0 | ||
| 10 |
SHARED DISPOSITIVE POWER
| |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 0 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 0% |
| 14 |
TYPE OF REPORTING PERSON*
|
| IN |
CUSIP NO. 14888D208
| 1 |
NAME OF REPORTING PERSON
Matthew Stecker |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
¨ |
|
|
|
(b)
|
¨ | ||
| 3 |
SEC USE ONLY
| |||
| 4 |
SOURCE OF FUNDS*
| |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| United States | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
| |
| 0 | ||
| 9 |
SOLE DISPOSITIVE POWER
| |
| 0 | ||
| 10 |
SHARED DISPOSITIVE POWER
| |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 0 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 0% |
| 14 |
TYPE OF REPORTING PERSON*
|
| IN |
CUSIP NO. 14888D208
| 1 |
NAME OF REPORTING PERSON
Igor Volshteyn |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
¨ |
|
|
|
(b)
|
¨ | ||
| 3 |
SEC USE ONLY
| |||
| 4 |
SOURCE OF FUNDS*
| |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| United States | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
| |
| 0 | ||
| 9 |
SOLE DISPOSITIVE POWER
| |
| 0 | ||
| 10 |
SHARED DISPOSITIVE POWER
| |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 0 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ |
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 0% |
| 14 |
TYPE OF REPORTING PERSON*
|
| IN |
CUSIP NO. 14888D208
The following constitutes Amendment No. 9 (the “Amendment No. 9”) to the statement on Schedule 13D filed by the undersigned on July 23, 2019 (as amended by Amendment No. 1 filed December 31, 2019, Amendment No. 2 filed January 17, 2020, Amendment No. 3 filed October 25, 2021, Amendment No. 4 filed January 5, 2022, Amendment No. 5 filed January 27, 2022, Amendment No. 6 filed February 23, 2022, Amendment No. 7 filed February 28, 2022, and Amendment No. 8 filed March 7, 2022, the “Schedule 13D”) relating to the common stock (CUSIP Number: 14888D208), par value $0.001 per share (the “Shares” or the “Common Stock” or the “Shares”), of Catalyst Biosciences, Inc., a Delaware corporation (the “Issuer” or “Company”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D.
| Item 4. | Purpose of the Transaction |
Item 4 is hereby amended to add the following:
On March 15, 2022, JDS1, acting pursuant to Section 220 of the Delaware General Corporation Law, delivered a letter to the Issuer demanding the right to inspect certain books, records, and documents of the Issuer and to make and/or receive copies or extracts therefrom. The books, records, and documents that JDS1 is seeking to inspect pursuant to its demand relate, in large part, to the record and beneficial ownership of the outstanding Shares. As noted in JDS1’s demand, the purpose of the demand is to enable JDS1 to communicate with, and solicit proxies or consents from, the other stockholders of the Issuer with respect to matters relating to their mutual interests as stockholders of the Issuer, including, but not limited to, the composition and structure of the Board of Directors of the Issuer (the “Board”), the election of directors at the Issuer’s 2022 annual meeting of stockholders, a special meeting of the Issuer’s stockholders (whether in lieu of an annual meeting or otherwise), or a consent solicitation that includes the election of directors (the “2022 Annual Meeting”), any other proposals that JDS1 may submit for consideration at the 2022 Annual Meeting, and any other matters that may properly come before the 2022 Annual Meeting.
As JDS1 continues to take the necessary steps to prepare for a potential proxy contest in connection with the 2022 Annual Meeting, it also continues to engage with the Board with respect to possible constructive paths for avoiding a costly proxy contest and working collaboratively to enhance stockholder value. JDS1 continues to believe that, given the precipitous decline in the per share price of the Common Stock over the past year, the Board is in urgent need of fresh stockholder representation and that the three nominees it has proposed for election to the Board at the 2022 Annual Meeting, Shelly C. Lombard, Matthew Stecker, and Igor Volshteyn, can help the Board to explore opportunities to unlock stockholder value. As of the close of business on March 14, 2022, the Common Stock closed at a price of $0.60 per share, which represents an approximately 90% decline from the Common Stock’s closing price of $5.96 per share on March 15, 2021. In addition, the Common Stock has spent more than thirty (30) consecutive trading days below $1.00, the latter condition subjecting the Issuer to the risk of being delisted by Nasdaq.
Except as set forth in this Schedule 13D or such as would occur upon or in connection with completion of, or following, any of the actions discussed in this Schedule 13D, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, the price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and/or the Board, engaging in communications with one or more stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making suggestions and/or proposals concerning the Issuer’s capitalization, ownership structure, operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the structure and composition of the Board, and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer, selling some or all of their Shares in the open market or otherwise, engaging in short selling of or any hedging or similar transaction with respect to the Shares, acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer, or changing their intention with respect to any and all matters referred to in Item 4.
CUSIP NO. 14888D208
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 15, 2022
JDS1, LLC
By: /s/ Julian D. Singer
Name: Julian D. Singer
Title: Managing Member
CCUR HOLDINGS, INC.
By: /s/ Igor Volshteyn
Name: Igor Volshteyn
Title: CEO and President
CIDM II, LLC
By: /s/ Julian D. Singer
Name: Julian D. Singer
Title: Managing Member
/s/ David S. Oros
David S. Oros
/s/ Julian D. Singer
Julian D. Singer, individually and as attorney-in-fact for Shelly C. Lombard, Matthew Stecker, and Igor Volshteyn