Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
September 18 2023 - 6:00AM
Edgar (US Regulatory)
| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| |
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| SCHEDULE 13D/A |
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|
Under the Securities Exchange Act of 1934
(Amendment No. 1)* |
| |
|
Cue Health Inc. |
| (Name of Issuer) |
| |
|
Common Stock, par
value $0.00001 per share |
| (Title of Class of Securities) |
| |
|
229790100 |
| (CUSIP Number) |
| |
|
Tarsadia Investments, LLC
520 Newport Center Drive, 21st
Floor
Newport Beach, CA 92660
Tarsadia Capital, LLC
10 East 53rd Street,
23rd Floor
New York, NY 10022
T-Twelve Holdings, LLC
c/o Sierra Fiduciary Support Services
100 West Liberty Street, Suite 750
Reno, Nevada 89501
with a copy to:
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| |
|
September 15, 2023 |
| (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), Rule 13d-1(f) or
Rule 13d-1(g), check the following box. ¨
(Page 1 of 13 Pages)
______________________________
* 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 disclosures provided in a prior cover page.
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. 229790100 | SCHEDULE 13D/A | Page 2 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON
TCCS I, LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
10,684,791 |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
10,684,791 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,684,791 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.96% |
| 14 |
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
|
| CUSIP No. 229790100 | SCHEDULE 13D/A | Page 3 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON
TC GP, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
10,684,791 |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
10,684,791 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,684,791 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.96% |
| 14 |
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
|
| CUSIP No. 229790100 | SCHEDULE 13D/A | Page 4 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON
Tarsadia Capital, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
10,684,791 |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
10,684,791 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,684,791 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.96% |
| 14 |
TYPE OF REPORTING PERSON
OO |
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|
|
|
|
| CUSIP No. 229790100 | SCHEDULE 13D/A | Page 5 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON
NVGA I, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
3,230,779 |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
3,230,779 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,230,779 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% |
| 14 |
TYPE OF REPORTING PERSON
OO |
| |
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|
| CUSIP No. 229790100 | SCHEDULE 13D/A | Page 6 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON
CP (HLTH), LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
3,612,913 |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
3,612,913 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,612,913 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.35% |
| 14 |
TYPE OF REPORTING PERSON
OO |
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| CUSIP No. 229790100 | SCHEDULE 13D/A | Page 7 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON
Tarsadia Investments, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
-0- |
| 8 |
SHARED VOTING POWER
6,843,692 |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
6,843,692 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,843,692 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.46% |
| 14 |
TYPE OF REPORTING PERSON
OO |
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| CUSIP No. 229790100 | SCHEDULE 13D/A | Page 8 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON
TUP Investments, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
-0- |
| 8 |
SHARED VOTING POWER
1,068,174 |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
1,068,174 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,068,174 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% |
| 14 |
TYPE OF REPORTING PERSON
PN |
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| CUSIP No. 229790100 | SCHEDULE 13D/A | Page 9 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON
T-Twelve Holdings, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
-0- |
| 8 |
SHARED VOTING POWER
3,319,000 |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
3,319,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,319,000 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.16% |
| 14 |
TYPE OF REPORTING PERSON
OO |
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| CUSIP No. 229790100 | SCHEDULE 13D/A | Page 10 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON
TFC Manager, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
-0- |
| 8 |
SHARED VOTING POWER
3,319,000 |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
3,319,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,319,000 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.16% |
| 14 |
TYPE OF REPORTING PERSON
OO |
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| CUSIP No. 229790100 | SCHEDULE 13D/A | Page 11 of 13 Pages |
This Amendment No. 1 (“Amendment No. 1”)
amends and supplements the statement on Schedule 13D filed by the undersigned on September 11, 2023 (the “Original Schedule 13D”
and, together with Amendment No. 1, the “Schedule 13D”) as specifically set forth herein. Capitalized terms used herein
and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.
| Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
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|
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The first sentence of the first paragraph of Item 3 is amended and restated as follows: |
| The 18,596,657 Shares in the aggregate reported herein as beneficially owned by the Tarsadia Reporting Persons were acquired at an aggregate purchase price of approximately $29,371,839.23, excluding brokerage commissions. |
| Item 5. |
INTEREST IN SECURITIES OF THE ISSUER |
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|
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Items 5(a) – (c) are amended and restated as follows: |
| (a) See rows (11) and (13) of each of the cover pages to this Schedule 13D for the number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The percentage of Shares reported beneficially owned by the Reporting Persons is based upon 153,511,264 Shares outstanding as of August 2, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2023. |
| |
| As disclosed in Item 4, as of August 31, 2023, the Tarsadia Reporting Persons and the T-Twelve Reporting Persons have determined to work together in furtherance of the objectives set forth in the August 31 Press Release. Accordingly, the Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Exchange Act and the “group” may be deemed to beneficially own an aggregate of 21,915,657 Shares, representing approximately 14.28% of the outstanding Shares. Each of the Reporting Persons expressly disclaims beneficial ownership of the Shares beneficially owned by the other Reporting Persons. |
| |
| (b) See rows (7) through (10) of the cover pages to this Amendment No. 1 for the number of Shares as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| |
| (c) On September 15, 2023, TCCS purchased 10,584,000 Shares at a price of $0.52 per Share, excluding brokerage commissions, in a private transaction. The Reporting Persons have effected no other transactions in the Shares since the filing of the Original Schedule 13D. |
| CUSIP No. 229790100 | SCHEDULE 13D/A | Page 12 of 13 Pages |
SIGNATURES
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certifiy that the information set forth in this statement is true, complete
and correct.
DATE: September 18, 2023
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TCCS I, LP |
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By: TC GP, LLC, its General Partner |
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|
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|
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/s/ Vikram Patel |
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Name: Vikram Patel |
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Title: Authorized Signatory |
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TC GP, LLC |
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|
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/s/ Vikram Patel |
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Name: Vikram Patel |
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Title: Authorized Signatory |
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Tarsadia Capital, LLC |
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|
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|
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/s/ Vikram Patel |
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Name: Vikram Patel |
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Title: Head of Tarsadia Capital, LLC |
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NVGA I, LLC |
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By: TI Manager, LLC, its Manager |
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|
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|
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/s/ Vikram Patel |
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Name: Vikram Patel |
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Title: Managing Director |
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CP (HLTH), LLC |
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By: TI Manager, LLC, its Manager |
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|
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|
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/s/ Vikram Patel |
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Name: Vikram Patel |
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Title: Managing Director |
| CUSIP No. 229790100 | SCHEDULE 13D/A | Page 13 of 13 Pages |
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Tarsadia Investments, LLC |
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|
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|
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/s/ Mitchell Caplan |
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Name: Mitchell Caplan |
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Title: President
|
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TUP Investments, L.P. |
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By: TUP Three, LLC, its General Partner |
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|
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/s/ Vikram Patel |
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Name: Vikram Patel |
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Title: Manager |
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T-Twelve Holdings, LLC
By: TFC Manager, LLC, its Manager |
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|
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|
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/s/ Gautam Patel |
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Name: Gautam Patel |
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Title: Manager |
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TFC Manager, LLC |
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|
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|
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/s/ Gautam Patel |
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Name: Gautam Patel |
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Title: Manager |
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