(Amendment No. 11)[1]
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 ☐
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)
|
4.17%[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 31,477,053 shares
of Common Stock outstanding, which is the total number of Shares outstanding as of March 25, 2022, as reported in the Issuer’s
Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2022.
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)
|
4.17% |
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. 11 (the “Amendment No. 11”) to the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission
(the “SEC”) 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, Amendment No. 8 filed March 7, 2022, Amendment
No. 9 filed March 16, 2022, and Amendment No. 10 filed April 21, 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. 11 amends the Schedule 13D as specifically set forth herein. Except as specifically provided herein, this Amendment
No. 11 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 April
28, 2022, JDS1 and the other reporting persons named herein (collectively, the “JDS1 Group”) filed a preliminary proxy
statement (the “JDS1 Preliminary Proxy Statement”) and accompanying GOLD proxy card with the SEC in connection with
the JDS1 Group’s plans to solicit proxies for the Issuer’s 2022 Annual Meeting of Stockholders, any special meeting held in
lieu thereof, and at any and all adjournments or postponements thereof (the “2022 Annual Meeting”). At the 2022 Annual
Meeting, the JDS1 Group is seeking to have stockholders elect the three nominees, Shelly C. Lombard, Matthew Stecker, and Igor Volshteyn,
JDS1 has nominated for election to the Issuer’s Board of Directors (the “Board”) and approve a non-binding stockholder
proposal requesting that the Board take the necessary steps to declassify the Board (in a manner that does not affect the unexpired terms
of the previously elected directors) and to require that all directors stand for election annually, with such declassification of the
Board done in the most expeditious manner available under the Delaware General Corporation Law. JDS1 believes that its nominees are highly
qualified, extremely capable, ready to serve the best interests of all the Issuer’s stockholders and committed to fully exploring
all opportunities to stop and reverse the precipitous decline in the Issuer’s stock price. As of the close of business on April
29, 2022, the Common Stock closed at a price of $0.48 per share, which represents an approximately 90.5% decline from the Common Stock’s
closing price of $5.04 per share a year ago on April 30, 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 the Nasdaq Stock Market.
In
filing the JDS1 Preliminary Proxy Statement with the SEC, the JDS1 Group believed that the Issuer had fixed the record date for the
2022 Annual Meeting as April 19, 2022 and had scheduled the 2022 Annual Meeting for June 8, 2022. At the time that the JDS1
Preliminary Proxy Statement was filed with the SEC, it was the understanding of the JDS1 Group that the Issuer had previously
notified Broadridge Financial Solutions, Inc. (“Broadridge”) of such record and annual meeting dates. In addition,
on April 20, 2022, JDS1 delivered to the Issuer a record date supplement to its previously delivered advance notice of nominations
and other proposed business, as required by the Issuer’s Amended and Restated Bylaws, which clearly referenced that
information was being provided to the Issuer in connection with JDS1’s understanding that the record date for the 2022 Annual
Meeting was set at April 19, 2022. Upon receipt of such record date supplement, none of the Issuer, the Issuer’s Chief Executive Officer, the Issuer’s
Interim Chief Financial Officer, the Board’s Nominating and Governance Committee Chair, or the Issuer’s counsel, each of
whom was emailed a copy of the record date supplement, challenged JDS1’s understanding that the record date for the 2022 Annual
Meeting was April 19, 2022. Further, as previously disclosed, on March 15, 2022, JDS1 submitted to the Issuer a stockholder
inspection demand seeking various stock ownership and other records (the “JDS1 Inspection Demand”), including as
of the record date for the 2022 Annual Meeting. Further, as also previously disclosed, on April 20, 2022, JDS1 filed suit against
the Issuer in Delaware
Chancery Court to enforce
the JDS1 Inspection Demand. In the documents submitted to the Delaware Chancery Court in connection with that litigation, such as the
Complaint and a related Motion for Expedited Proceedings, reference is made to JDS1’s understanding that the 2022 Annual Meeting
was scheduled for June 8, 2022 and the associated record date was set as April 19, 2022. At no point, prior to the filing of the JDS1
Preliminary Proxy Statement, did the Issuer or its counsel question JDS1’s understanding that the date of the 2022 Annual Meeting
was scheduled for June 8, 2022 and/or that the associated record date was fixed as April 19, 2022. Subsequent to filing the JDS1 Preliminary
Proxy Statement with the SEC, JDS1’s counsel received an emailed letter from the Issuer’s counsel in connection with the JDS1
Inspection Demand and the related litigation. In that letter, the Issuer’s counsel represented that the date of the 2022 Annual
Meeting and the associated record date had not been set. In response to an email from JDS1’s counsel indicating its understanding
that the Issuer had previously notified Broadridge that the 2022 Annual Meeting was scheduled for June 8, 2022 and/or that the associated
record date was fixed as April 19, 2022, the Issuer’s counsel asserted that the Issuer had never provided any definitive meeting
or record dates to Broadridge in connection with the 2022 Annual Meeting and represented again that the Issuer had never set a record
or meeting date for the 2022 Annual Meeting.
Taking into
consideration that the Issuer had produced certain records to JDS1 on April 21, 2022 and April 25, 2022 and, by letter dated April 28,
2022, the Issuer had (i) represented it had produced all documents in its possession, custody, or control responsive to JDS1’s requests
as of that date, (ii) committed to promptly produce certain additional documents to JDS1, including, but not limited to, an updated stockholder
list as of the record date for the 2022 Annual Meeting, and (iii) represented that the date of the 2022 Annual Meeting and the associated
record date had not been set, by a stipulation dated May 2, 2022, JDS1 and the Issuer agreed to remove from the Delaware Chancery Court’s
calendar its hearing on JDS1’s Motion for Expedited Proceedings that had been scheduled for May 6, 2022 and to vacate the related
schedule for submissions related to that Motion for Expedited Proceedings that the Court had imposed on the Issuer and JDS1.
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: May 2, 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