UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
Enzon Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
293904108
(CUSIP Number)
Jonathan
couchman
Couchman Management LLC
600 Fifth Avenue, 2nd Floor
New York, NY 10020
ADAM FINERMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 3, 2020
(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 §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-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 § 240.13d-7 for
other parties to whom copies are to be sent.
1
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).
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1 |
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NAME OF REPORTING PERSON |
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Jonathan Couchman |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF; PF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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4,717,666 |
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OWNED BY |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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3,133,788 |
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PERSON WITH |
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SOLE DISPOSITIVE
POWER |
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4,717,666 |
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SHARED DISPOSITIVE
POWER |
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3,133,788 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7,851,454 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.8% |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Couchman Family Fund |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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-
0 - |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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400,000 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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-
0 - |
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SHARED DISPOSITIVE
POWER |
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400,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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400,000 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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Xstelos Corp. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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-
0 - |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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2,100,524 |
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PERSON WITH |
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SOLE DISPOSITIVE
POWER |
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-
0 - |
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SHARED DISPOSITIVE
POWER |
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2,100,524 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,100,524 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.8% |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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Myrexis, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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-
0 - |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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633,264 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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-
0 - |
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10 |
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SHARED DISPOSITIVE
POWER |
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633,264 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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633,264 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.4% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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Brian Harper |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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1,667,294 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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1,667,294 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,667,294 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.8% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Harper Asset Management, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Colorado |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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1,667,294 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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1,667,294 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,667,294 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.8% |
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14 |
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TYPE OF REPORTING PERSON |
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IA |
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1 |
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NAME OF REPORTING PERSON |
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Michael Pearce |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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-
0 - |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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-
0 - |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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-
0 - |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
|
The following constitutes Amendment No. 1 to the Schedule 13D filed
by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends
the Schedule 13D as specifically set forth herein.
|
Item 2. |
Identity and
Background. |
Item 2 is hereby amended and restated as follows:
(a) This statement is
filed by:
|
(i) |
Jonathan Couchman (“Mr. Couchman”),
(a) with respect to the Shares directly owned by him, (b) as the
sole trustee of Couchman Family Fund, (c) as the President and
Chief Executive Officer of each of Xstelos Corp. and Myrexis, Inc.
and (d) as a nominee for the Board of Directors of the Issuer (the
“Board”); |
|
(ii) |
Couchman Family Fund, a Delaware
nonprofit corporation (the “Foundation”), with respect to the
Shares directly owned by it; |
|
(iii) |
Xstelos Corp. a Delaware
corporation (“Xstelos”), with respect to the Shares directly owned
by it; |
|
(iv) |
Myrexis, Inc., a Delaware
corporation (“Myrexis”), with respect to the Shares directly owned
by it; |
|
(v) |
Brian Harper (“Mr. Harper”), as the
President of Harper Asset Management, LLC and as a nominee for the
Board; |
|
(vi) |
Harper Asset Management, LLC
(“HAM”), a Colorado limited liability company, with respect to the
Shares directly owned by it; and |
|
(vii) |
Michael Pearce (“Mr. Pearce”), as a
nominee for the Board (collectively with Messrs. Couchman and
Harper, the “Nominees”). |
Each of the foregoing is referred to as a “Reporting Person” and
collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing and Solicitation
Agreement, as further described in Item 6. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.
Set forth on Schedule A annexed hereto (“Schedule A”) is the name
and present principal occupation or employment, principal business
address and citizenship of the executive officers and directors of
each of Xstelos and Myrexis. To the best of the Reporting Persons’
knowledge, except as otherwise set forth herein, none of the
persons listed on Schedule A beneficially owns any securities of
the Issuer or is a party to any contract, agreement or
understanding required to be disclosed herein.
(b) The principal business
address of each of Mr. Couchman, the Foundation and Myrexis is c/o
Couchman Management LLC, 600 Fifth Avenue, 2nd Floor, New York, NY
10020. The principal business address of Xstelos is 1105 North
Market Street, Suite 1300, Wilmington, DE 19801. The principal
business address of Mr. Harper and HAM is 2248 Mariner Dr.,
Longmont, CO 80503. The principal business address of Mr. Pearce is
193 Audubon Trail, Cashiers, NC 28717.
(c) The principal business
of the Foundation is supporting charitable endeavors. The principal
business of Xstelos is serving as a holding company. The principal
business of Myrexis is serving as a holding company. The principal
occupation of Mr. Couchman is serving as a private investor and as
the President and Chief Executive Officer of each of Xstelos and
Myrexis. The principal occupation of Mr. Harper is serving as
President of HAM. The principal business of HAM is investing in
securities. The principal occupation of Mr. Pearce is serving as a
private investor and healthcare advisory professional.
(d) No Reporting Person,
nor any person listed on Schedule A, has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) No Reporting Person,
nor any person listed on Schedule A, has, during the last five
years, been party to a 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) Each of the Nominees
is a citizen of the United States of America. Each of the
Foundation, Xstelos, and Myrexis is organized under the laws of the
State of Delaware. HAM is organized under the laws of the State of
Colorado. The citizenship of the persons listed on Schedule A is
set forth therein.
|
Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follows:
The Shares purchased by Mr. Couchman were purchased with personal
funds in open market purchases. The Shares purchased by each of the
Foundation, Xstelos and Myrexis were purchased with working capital
(which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market
purchases.
The aggregate purchase price of the 4,717,666 Shares beneficially
owned by Mr. Couchman is approximately $1,311,093, including
brokerage commissions.
The aggregate purchase price of the 400,000 Shares beneficially
owned by the Foundation is approximately $96,627, including
brokerage commissions.
The aggregate purchase price of the 2,100,524 Shares beneficially
owned by Xstelos is approximately $762,377, including brokerage
commissions.
The aggregate purchase price of the 633,264 Shares beneficially
owned by Myrexis is approximately $88,657, including brokerage
commissions.
The aggregate purchase price of the 1,667,294 Shares beneficially
owned by HAM is approximately $561,530, including brokerage
commissions.
|
Item 4. |
Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On August 3, 2020, the Reporting Persons delivered a letter to the
Issuer notifying the Issuer of the Reporting Persons’ intent to
nominate three highly-qualified candidates, Jonathan Couchman,
Brian Harper and Michael Pearce, for election to the Issuer’s board
of directors at the Issuer’s 2020 annual meeting of shareholders
(the “Annual Meeting”). The Reporting Persons believe that the
Nominees have the qualifications, experience and skill sets
necessary to serve as directors of the Issuer, as evidenced by
their biographies below.
Jonathan Couchman, age 51, currently serves as the Managing
Member of Couchman Management LLC (“Couchman Management”), a
management firm that controls several entities including Xstelos,
Myrexis, Affymax, PluraVida, CPEX Pharmaceuticals, since December
2017. As Managing Member of Couchman Management, he holds numerous
positions at the entities that are controlled by Couchman
Management, including, at Affymax, Inc. (formerly OTC: AFFY), a
biopharmaceutical company, where Mr. Couchman has served as a
director, Chief Executive Officer and Chief Financial Officer,
since November 2014 and at Myrexis, Inc. (formerly OTC: MYRX), a
biopharmaceutical company focused on drug development that spun-off
from Myriad Genetics, Inc. (NASDAQ: MYGN) and that now operates as
a holding company, where Mr. Couchman has served as a director and
Chief Executive Officer since January 2013 and as the Chief
Financial Officer since March 2013. Mr. Couchman has held numerous
responsibilities at Xstelos Holdings’ predecessor company Footstar,
Inc. (“Footstar”), a shoe retailer, where he served as the Chief
Financial Officer, from August 2009 to May 2012, President and CEO,
from January 2009 to May 2012, and as the Chairman, from February
2006 to May 2012. Prior to that, Mr. Couchman served as the Chief
Wind-Down Officer at Footstar, from December 2008 to May 2012 and
as a member of the equity committee, while Footstar reorganized
itself from bankruptcy from 2004 to 2006. While Mr. Couchman was
Chairman, he oversaw Footstar’s liquidation and distribution of its
assets, resulting in over $200 million of cash and equity proceeds
to shareholders. Through his role at Couchman Capital LLC and
Couchman Management, Mr. Couchman currently serves as the general
partner and investment manager of Couchman Investments LP, since
2001, private investment partnerships at Couchman Partners LP, from
2001 until 2013, and as the investment manager of Couchman
International Ltd., a private partnership, from 2001 until 2013.
Previously, Mr. Couchman served on the Board of Directors of Golf
Trust of America, Inc. (formerly OTC: GTA), a real estate
investment trust focused on the ownership of upscale golf courses,
from December 2007 to March 2010, until its merger with Pernix
Therapeutics, Inc. (formerly NASDAQ: PTX). Mr. Couchman received a
B.S. in Finance from the California State University at Chico and
received the Chartered Financial Analyst designation (C.F.A).
Brian Harper, age 43, founded and has been president of
Harper Asset Management, LLC (“Harper Asset Management”) a
registered investment advisory firm, since 2001. Before founding
Harper Asset Management, Mr. Harper served as an analyst within the
wealth management group at Morgan Stanley (NYSE: MS), a
multinational investment bank and financial services company, from
1999 to 2001. Mr. Harper serves on the board of directors of The
Stephan Company (OTC: SPCO), a premier distributor of barber,
beauty, and personal care items, where he has served as the
Chairman since February 2017 and as a director since February 2016.
Mr. Harper has a B.S. in Economics from Rollins College and is a
C.F.A. charterholder.
Michael Pearce, age 59, has served as Chairman of Range
Therapeutics, LLC, a healthcare advisory firm, since April 2014.
Previously, Mr. Pearce served as the CEO and President of Pernix
Therapeutics, Inc. (“Pernix”) (formerly NASDAQ: PTX), a specialty
pharmaceutical company initially focused on the pediatric
marketplace, from May 2013 until February 2014, where he also
served a director from September 2007 and as Chairman from December
2007 to March 2014. Mr. Pearce served as the Chairman and CEO of
Golf Trust of America, Inc., previously a real estate investment
trust focused on the ownership of upscale golf courses, from 2007
until its merger with Pernix in March 2010. Over the past 25 years,
Mr. Pearce has held numerous positions in technology industry
management positions, serving as: CEO of iEntertainment Network,
Inc., a video game developer and publisher, from 1999 to 2001 and
Senior Vice President of Sales and Marketing at VocalTec
Communications Ltd. (formerly NASDAQ: CALL) (d/b/a B. Riley
Financial, Inc., NASDAQ: RILY), a cloud-based communications
company, from 1996 to 1998, and during 1999, where he served as a
consultant to the Chairman. Mr. Pearce has served on the board of
directors of Evening Post Industries, a diversified conglomerate
with interests in hospice healthcare, dermatology, media and real
estate, since May 2015, where he serves on the audit, compensation,
and investment committees; Myrexis, Inc., a biopharmaceutical
company focused on drug development that spun-off from Myriad
Genetics that now operates as a holding company, since February
2013; and Affymax, Inc., a biopharmaceutical company, since
September 2017. Previously, Mr. Pearce served on the board of
directors of Reliability Incorporated, originally a designer and
manufacturer of high performance equipment used to test and
condition integrated circuits, from 2009 to 2013; Swiss Precision
Corporation, an investment firm, from 1990 to 2002; and Spatializer
Audio Laboratories, Inc. (n/k/a AMERI Holdings, Inc., NASDAQ:
AMRH), a developer, licensor, and marketer of next generation
technologies, from 2009 to 2013. Mr. Pearce attended Southern
Methodist University from 1979 to 1983.
|
Item 5. |
Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person
named herein is based upon 44,214,603 Shares outstanding as of July
17, 2020, as reported in the Issuer’s Quarterly Report on Form
10-Q, filed with the Securities and Exchange Commission on July 29,
2020.
|
(a) |
As of the close of business on
August 5, 2020, Mr. Couchman beneficially owned 4,717,666 Shares.
As the sole trustee of the Foundation, Mr. Couchman may be deemed
to beneficially own the 400,000 Shares owned by the Foundation. As
the President and Chief Executive Officer of Xstelos, Mr. Couchman
may be deemed to beneficially own the 2,100,524 shares of Common
Stock owned by Xstelos. As the President and Chief Executive Office
of Myrexis, Mr. Couchman may be deemed to beneficially own the
633,264 shares of Common Stock owned by Myrexis. |
Percentage: Approximately 17.8%
|
(b) |
1. Sole power to vote or direct vote: 4,717,666
2. Shared power to vote or direct vote: 3,133,788
3. Sole power to dispose or direct the disposition: 4,717,666
4. Shared power to dispose or direct the disposition:
3,133,788 |
|
(c) |
Mr. Couchman has not entered into
any transactions in the Shares during the past sixty days. The
transaction in the Shares on behalf of Xstelos during the past
sixty days is set forth in Schedule B and is incorporated herein by
reference. |
|
(a) |
As of the close of business on
August 5, 2020, the Foundation beneficially owned 400,000
Shares. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 400,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 400,000 |
|
(c) |
The Foundation has not entered into
any transactions in the Shares during the past sixty days. |
|
(a) |
As of the close of business on
August 5, 2020, Xstelos beneficially owned 2,100,524 Shares. |
Percentage: Approximately 4.8%
|
(b) |
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,100,524
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
2,100,524 |
|
(c) |
The transaction in the Shares by
Xstelos during the past sixty days is set forth in Schedule B and
is incorporated herein by reference. |
|
(a) |
As of the close of business on
August 5, 2020, Myrexis beneficially owned 633,264 Shares. |
Percentage: Approximately 1.6%
|
(b) |
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 633,264
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 633,264 |
|
(c) |
Myrexis has not entered into any
transactions in the Shares during the past sixty days. |
|
(a) |
Mr. Harper, as President of HAM,
may be deemed the beneficial owner of 1,667,294 Shares owned by
HAM. |
Percentage: Approximately 3.8%
|
(b) |
1. Sole power to vote or direct vote: 1,667,294
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,667,294
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Mr. Harper has not entered into any
transactions in the Shares during the past sixty days. The
transactions in the Shares by HAM during the past sixty days are
set forth in Schedule B and are incorporated herein by
reference. |
|
(a) |
As of the close of business on
August 5, 2020, HAM beneficially owned 1,667,294 Shares. |
Percentage: Approximately 3.8%
|
(b) |
1. Sole power to vote or direct vote: 1,667,294
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,667,294
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
The transactions in the Shares by
HAM during the past sixty days are set forth in Schedule B and are
incorporated herein by reference. |
|
(a) |
As of the close of business on
August 5, 2020, Mr. Pearce did not own any Shares. |
Percentage: 0%
|
(b) |
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Mr. Pearce has not entered into any
transactions in the Shares during the past sixty days. |
The filing of this Schedule 13D shall not be deemed an admission
that the Reporting Persons are, for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, the beneficial
owners of any securities of the Issuer that he or it does not
directly own. Each of the Reporting Persons specifically disclaims
beneficial ownership of the securities reported herein that he or
it does not directly own.
|
(d) |
No person other than the Reporting
Persons is known to have the right to receive, or the power to
direct the receipt of dividends from, or proceeds from the sale of,
the Shares. |
|
Item 6. |
Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer. |
Item 6 is hereby amended to add the following:
On August 3, 2020, the Reporting Persons entered into a Joint
Filing and Solicitation Agreement in which, among other things, (a)
the Reporting Persons agreed to the joint filing on behalf of each
of them of statements on Schedule 13D, and any amendments thereto,
with respect to the securities of the Issuer, and (b) the Reporting
Persons agreed to solicit proxies for the election of the Nominees
at the Annual Meeting (the “Solicitation”). The Joint Filing and
Solicitation Agreement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Messrs. Harper and Pearce have granted Mr. Couchman power of
attorney (“Power of Attorney”) to execute certain SEC filings and
other documents in connection with the Solicitation. A form of the
Power of Attorney is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
|
Item 7. |
Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following:
|
99.1 |
Joint Filing and Solicitation
Agreement by and among Jonathan Couchman, Couchman Family Fund,
Xstelos Corp., Myrexis, Inc., Brian Harper, Harper Asset
Management, LLC and Michael Pearce, dated August 3, 2020. |
|
99.2 |
Form of Power of Attorney. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated:
August 5, 2020
|
XSTELOS CORP. |
|
|
|
By: |
/s/ Jonathan Couchman
|
|
|
Name: |
Jonathan Couchman |
|
|
Title: |
President and Chief Executive Officer |
|
COUCHMAN FAMILY
FUND |
|
|
|
By: |
/s/ Jonathan Couchman
|
|
|
Name: |
Jonathan Couchman |
|
|
Title: |
Trustee |
|
myrexis, inc. |
|
|
|
By: |
/s/ Jonathan Couchman
|
|
|
Name: |
Jonathan Couchman |
|
|
Title: |
President and Chief Executive Officer |
|
Harper Asset Management, LLC. |
|
|
|
By: |
/s/ Brian Harper
|
|
|
Name: |
Brian Harper |
|
|
Title: |
President |
|
|
|
|
|
/s/ Jonathan Couchman
|
|
JONATHAN
Couchman
Individually and as attorney-in-fact for Brian Harper and Michael
Pearce
|
SCHEDULE A
Directors and Officers of Xstelos Corp.
Name and Position |
Principal Occupation |
Principal Business Address |
Citizenship |
Jonathan Couchman* Chief Executive Officer, President
and Director |
|
|
|
Adam W. Finerman Director |
Partner with the law firm of Olshan Frome Wolosky LLP |
c/o Olshan Frome Wolosky LLP 1325 Avenue of the Americas
New York, New York 10019 |
USA |
Directors and Officers of Myrexis, Inc.
Name and Position |
Principal Occupation |
Principal Business Address |
Citizenship |
Jonathan Couchman,* Chief Executive Officer and
President |
|
|
|
Steven D. Scheiwe Director |
President of Ontrac Advisors, Inc., which provides analysis and
business management services to public and private entities |
c/o Couchman Management LLC, 600 Fifth Avenue, 2nd Floor, New York,
NY 10020 |
USA |
Michael C. Pearce Director |
Chairman of Range Therapeutics LLC, a healthcare advisory
company
|
c/o Couchman Management LLC, 600 Fifth Avenue, 2nd Floor, New York,
NY 10020 |
USA |
* Mr. Couchman is a Reporting Person and, as such, the
information with respect to Mr. Couchman called for by the Schedule
13D is set forth therein.
SCHEDULE B
Transactions in the Shares During the Past Sixty Days
Nature of Transaction |
Amount of Securities
Purchased/(Sold) |
Price per Share ($) |
Date of
Purchase |
Harper Asset Management, LLC
Purchase of Common Stock |
2,000 |
0.1680 |
06/25/2020 |
Purchase of Common Stock |
1 |
0.1625 |
07/15/2020 |
Xstelos Corp.
Purchase of Common Stock |
506,292 |
0.2000 |
08/05/2020 |
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