WASHINGTON, D.C. 20549
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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 (“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. 98372A705
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1.
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Names
of Reporting Persons
Brio
Capital Master Fund Ltd.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Cayman
Islands
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Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
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5.
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Sole
Voting Power
395,930
shares of common stock
(1) (2)
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
395,930
shares of common stock
(1) (2)
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8.
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Shared
Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
395,930
shares of common stock
(1) (2)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
x
See
footnote (1) below.
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11.
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Percent
of Class Represented by Amount in Row (9)
7
.7%
(3)
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12.
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Type
of Reporting Person (See Instructions)
CO
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(1) Brio Capital Management LLC, is the investment manager of Brio Capital
Master Fund Ltd. and has the voting and investment discretion over securities held by the Brio Capital Master Fund Ltd. Shaye Hirsch,
in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital
Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd.
(2) Excludes 180,000 warrants to purchase shares of common stock on a 1:1
basis. Such warrants are currently not exercisable as Brio Master Capital Master Fund, Ltd. currently holds more than 4.99% of
the outstanding shares of common stock of Superconductor Technologies, Inc. and such warrants are not exercisable when the warrant
holder, together with its affiliates, beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately
after giving effect to such exercise.
(3) Percentage calculation is based on 5,150,381 shares of common stock
outstanding, calculated based on 3,351,594 shares of common stock outstanding, as reported in the Form 10-Q by the Issuer, and
giving effect to the closing of the offering of 1,798,787 shares of common stock reported in the Issuer’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on December 14, 2016.
CUSIP
No. 98372A705
|
1.
|
|
Names
of Reporting Persons
Brio
Capital Management LLC
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware,
United States
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Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
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5.
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Sole
Voting Power
395,930
shares of common stock
(4)(5)
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
395,930
shares of common stock
(4)(5)
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8.
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Shared
Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
395,930
shares of common stock
(4)(5)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☒ See footnote (2)
below.
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11.
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Percent
of Class Represented by Amount in Row (9)
7.7%
(6)
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12.
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Type
of Reporting Person (See Instructions)
CO
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(4) The shares reported above are held by Brio Capital Master Fund Ltd.
Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion
over securities held by the Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management
LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager
of Brio Capital Master Fund Ltd. Brio Capital Management LLC and Shaye Hirsch disclaim beneficial ownership over the shares held
by Brio Capital Master Fund Ltd., except to the extent of any pecuniary interest therein.
(5) Excludes 180,000 warrants to purchase shares of common stock on a 1:1
basis. Such warrants are currently not exercisable as Brio Master Capital Master Fund, Ltd. currently holds more than 4.99% of
the outstanding shares of common stock of Superconductor Technologies, Inc. and such warrants are not exercisable when the warrant
holder, together with its affiliates, beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately
after giving effect to such exercise.
(6) Percentage calculation is based on 5,150,381 shares of common stock
outstanding, calculated based on 3,351,594 shares of common stock outstanding, as reported in the Form 10-Q by the Issuer, and
giving effect to the closing of the offering of 1,798,787 shares of common stock, as reported in the Issuer’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on December 14, 2016.
Item 1(a).
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Name of Issuer
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Superconductor Technologies, Inc. (the “Issuer”)
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Item 1(b).
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Address of the Issuer’s Principal Executive Offices
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460 Ward Drive
Santa Barbara, CA 93111
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Item 2(a).
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Names of Persons Filing
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This Schedule 13G is filed jointly by:
Brio Capital Master Fund Ltd.
Brio Capital Management LLC
The foregoing persons are hereinafter sometimes collectively referred to
as the “Reporting Persons.” Information with respect to each Reporting Person is given solely by such Reporting Person,
and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting
Person.
Each Reporting Person expressly declares that neither the filing of this
statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d)
or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Item 2(b).
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Address of the Principal Business Office, or if none, Residence:
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c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570.
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Item 2(c).
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Citizenship
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Brio Capital Master Fund Ltd. – Cayman Islands
Brio Capital Management LLC – United States
Item 2(d).
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Title of Class of Securities
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Common Stock, [________]
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Item 2(e).
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CUSIP Number
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876931503
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Item 3.
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If this statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
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¨
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(a) Broker or Dealer registered under Section 15 of the Exchange Act.
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¨
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(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
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¨
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(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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¨
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(d) Investment company registered under Section 8 of the Investment Company Act.
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¨
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(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
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¨
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(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
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¨
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(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
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¨
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(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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¨
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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.
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¨
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(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
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Not applicable
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The information required by Items 4(a)-(c) is set forth in Rows 5-11 of
each Cover Page and is incorporated herein by reference.
Each Reporting Person expressly declares that neither the filing of this
statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d)
or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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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.
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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.
DATE:
January 11, 2017
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Brio
Capital Master Fund Ltd.,
a
Cayman Islands Exempted Company
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By:
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Brio
Capital Management LLC, its Investment Manager
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By:
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/s/
Shaye Hirsch
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Name:
Shaye Hirsch
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Title:
Managing Member
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Brio
Capital Management LLC,
a
Delaware limited liability company
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By:
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/s/
Shaye Hirsch
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Name:
Shaye Hirsch
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Title:
Managing Member
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned agrees that (i) the statement
on Schedule 13G relating to the Common Stock of Superconductor Technologies, Inc. has been adopted and filed on behalf of each
of them, (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the contrary is delivered
as described below, be jointly filed on behalf of each of them and (iii) the provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934 shall apply to each of them. This agreement may be terminated with respect to the obligations to jointly file
future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof
to each of the other persons signatory hereto, at the principal office thereof.
DATED: January 11, 2017
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Brio
Capital Master Fund Ltd.,
a
Cayman Islands Exempted Company
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By:
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Brio
Capital Management LLC, its Investment Manager
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By:
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/s/
Shaye Hirsch
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Name:
Shaye Hirsch
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Title:
Managing Member
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Brio
Capital Management LLC,
a
Delaware limited liability company
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By:
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/s/
Shaye Hirsch
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Name:
Shaye Hirsch
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Title:
Managing Member
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7