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 󠄀󠄠
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.
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 |
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 |
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 |
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 |
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 |
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 |
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 |
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.
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