(Amendment No. 3)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 ¨
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CUSIP No.
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14888D208
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13D/A3
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Page 2 of 12
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1
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NAME OF REPORTING PERSON
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Julian Singer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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¨
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(b)
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¨
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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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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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¨
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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660,432
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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660,432
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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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660,432
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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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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.11%
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14
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TYPE OF REPORTING PERSON*
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IN
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CUSIP No.
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14888D208
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13D/A3
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Page 3 of 12
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1
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NAME OF REPORTING PERSON
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JDS1,
LLC2
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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¨
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(b)
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¨
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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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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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¨
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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660,4323
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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660,4324
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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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660,4325
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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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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.11%
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14
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TYPE OF REPORTING PERSON*
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OO
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2 Mr. Singer as managing member of JDS1, LLC has sole dispositive
and voting power with respect to shares of the Issuer owned by JDS1, LLC.
3
See FN 2.
4
See FN 2.
5
See FN 2.
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CUSIP No.
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14888D208
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13D/A
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Page 4 of 12
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1
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NAME OF REPORTING PERSON
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CCUR Holdings, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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¨
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(b)
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¨
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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 ITEMS 2(d) OR 2(e)
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¨
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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305,400
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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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305,400
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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305,400
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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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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.97%
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14
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TYPE OF REPORTING PERSON*
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CO
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CUSIP No.
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14888D208
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13D/A
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Page 5 of 12
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1
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NAME OF REPORTING PERSON
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David S. Oros
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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¨
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(b)
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¨
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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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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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¨
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
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208,600
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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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208,600
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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208,600
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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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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.67%
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14
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TYPE OF REPORTING PERSON*
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IN
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REPORT ON SCHEDULE 13D
The following
constitutes Amendment No. 3 (the “Amendment No. 3”) to the statement on Schedule 13D filed on July 23, 2019 (as
amended by Amendment No. 1 filed December 31, 2019, and Amendment No. 2 filed January 17, 2020, the “Statement”)
relating to the common stock (CUSIP Number: 14888D208), par value $0.001 per share (“Common Stock”), of Catalyst
Biosciences, Inc. (the “Issuer” or “Company”).
Item 2. Identity and Background.
Item 2 of the Statement is hereby amended and
restated as follows:
(a) This
Statement is being filed by:
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(i)
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CCUR Holdings, Inc., a Delaware corporation (“CCUR”), with respect to the shares of Common
Stock directly owned by it;
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(ii)
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JDS1, LLC, a Delaware limited liability company (“JDS1”), with respect the shares of Common
Stock directly owned by it;
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(iii)
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David S. Oros, with respect to the shares of Common Stock directly owned by him; and
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(iv)
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Julian Singer, as a managing member of JDS1.
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Each of CCUR, JDS1, Messrs.
Oros and Singer is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the
Reporting Persons is a party to that certain Joint Filing agreement attached hereto and incorporated herein. Accordingly, the Reporting
Persons are hereby filing a joint Statement.
(b) The
principal business address of CCUR is 3800 N Lamar Boulevard, Suite 200, Austin, Texas 78756. The principal business address of each of
JDS1 and Mr. Singer is 2200 Fletcher Avenue, Suite 501 Fort Lee, New Jersey 07024. The principal business address of Mr. Oros is 702 W.
Lake Avenue, Baltimore, Maryland 21210.
(c) The
principal business of CCUR is as a long-term capital company. The principal business of JDS1 is investing in securities and engaging in
all related activities and transactions. Mr. Oros’ principal occupation is serving as the Founding Partner of Gamma 3 LLC. Mr. Singer’s
principal occupation is investing assets held in JDS1 and other entities.
(d) No
Reporting Person, nor any person listed on Schedule A, annexed hereto, 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, annexed hereto, has, during the last five years, been a 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 Messrs. Oros and Singer are citizens of the United States of America. The citizenship of the persons listed of Schedule A is set forth
therein.
Item 3. Source and Amount of Funds or Other
Consideration
Item 3 of the Statement is hereby amended and
restated as follows:
All of the securities held
by the Reporting Persons were purchased by funds generated and held by the Reporting Persons. The aggregate amount of funds used for the
purchase of the securities reported herein was approximately $9,939,411.76.
Item 4. Purpose of the Transaction
Item 4 of the Statement is hereby amended and
restated as follows:
The Reporting Persons believe that shareholder
value is at immediate risk unless the Issuer eliminates the classified Board, drastically reforms its governance and Board structure,
and engages an independent financial advisor to explore strategic alternatives, including a sale of the Issuer or its assets.
The Reporting Persons seek the immediate end to
stock offerings that depress the stock price. They also seek immediate wholesale changes in the Board of Directors to include more qualified
directors as well as wholesale changes in senior management.
The following recent developments underscore the
urgent need for change and create pressure on the Board to act now, before shareholder value is further eroded. Specifically, the Reporting
Persons oppose the following actions by the Issuer and believe that immediate changes are warranted as follows:
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·
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Continual stock issuances have led to a sharp decline in stock price, which fell by almost half during
2021. Stock issuances must cease immediately.
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·
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The Issuer admits in public filings that management may invest or spend the cash raised in dilutive offerings
in ways that shareholders oppose or that may not yield a significant return. The Issuer must be candid with shareholders about its apparent
lack of strategic plans. If there is no viable strategic plan, there should be a sale of the company
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·
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On October 15, 2021, the Issuer filed to issue yet more equity “at the market” to use for
“general corporate purposes,” while admitting that significant sales of common stock, or the perception of future sales, could
further depress the stock price. Stock sales must cease immediately.
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·
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Three members of senior management siphoned off $1.2 million in cash salaries in 2020 and received stock
grants while the stock price continued to fall and shareholders lost equity value. Executive compensation is out of line with Issuer performance
and should be shifted toward performance-based incentives.
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·
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Recent disclosures raise questions about governance and oversight, including the departure of the CFO
“for personal reasons” in October 2021, just prior to the most recent equity offering. The CFO then entered into a consulting
agreement with the Issuer. Investors are entitled to understand why the CFO had a short tenure and to receive full disclosure about financial
oversight of the Issuer.
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·
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Two months earlier, in August 2021, the Chief Medical Officer “retired,” another example of
executive turnover. The lack of experienced senior leadership further argues for a sale of the company.
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·
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At the annual meeting, 2,756,965 votes were withheld from Errol B. De Souza, the chair of the compensation
committee, evidencing shareholder dissatisfaction with his qualifications and performance as a director. Likewise, 2,118,540 votes were
cast against the Issuer’s executive compensation. Mr. De Souza should respect this warning from shareholders and resign immediately.
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We believe that current Board members lack operational,
financial and industry expertise necessary to guide the Issuer to profitability and deploy limited financial resources effectively. Immediate
action is needed to add new directors who have the necessary qualifications and independence from management and who will commit to serve
shareholder interests. The relatively small percentage of shares of outstanding Common Stock owned by members of the Board further demonstrates
a lack of alignment with shareholders, and the pressing need for directors to step down.
We urge Augustine Lawlor to step down as Chairman
in light of his overly long tenure as a director and his commitments to serving on other boards, and urge the Board to appoint a leader
who will focus on shareholder interests and value creation.
The Reporting Persons have engaged in lengthy
communications and engagement with the Issuer, as detailed in the Statement, advocating for governance reforms and shareholder interests.
In spite of these efforts, the Board and management have failed to take the necessary steps to monetize value from the Issuer’s
valuable assets as the stock price continues to fall.
On July 22, 2019, the Reporting Persons delivered
a Letter to the Issuer’s Board of Directors expressing their concerns with the Issuer’s precipitous value destruction and
prolonged share price underperformance relative to the S&P 500 and Dow Jones Industrial Average.
In the Letter, the Reporting Persons stated their
belief that the Issuer has strong potential for success as a clinical-stage biopharmaceutical company, noting success in certain clinical
trials. The Reporting Persons urged the Board to act to restore investor confidence and maximize shareholder value, including by adding
shareholder representation on the Board, adopting best practices for good corporate governance and retaining an investment bank as an
independent adviser to evaluate potential strategic alternatives.
The Reporting Persons specifically noted the following
poor governance practices weighted negatively by Institutional Shareholder Services (ISS):
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·
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A classified Board in which directors serve staggered, three year terms, at a time when shareholders need
to be able to timely and decisively voice their disapproval with the Board’s complacency.
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·
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A lack of diversity on the Board, a plurality voting standard in electing directors with no director resignation
policy, and a supermajority voting requirement to amend the Issuer’s governing documents.
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The foregoing description of the Letter does not
purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is incorporated herein by reference
as Exhibit 99.1.
On January 13, 2020, the Reporting Persons entered
into a Cooperation Agreement with the Issuer pursuant to which Sharon Tetlow and Geoffrey Ling, M.D. were appointed as directors of the
Issuer, effective on January 15, 2020.
The Reporting Persons believe that the addition
of two directors as contemplated by the Cooperation Agreement has proven to be insufficient to achieve much needed governance reforms,
and therefore urge the Board to make fundamental changes in management and governance as described above.
The description of the Cooperation Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is incorporated
by reference as Exhibit 99.3.
The Reporting Persons intend to review their
investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors,
including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels
of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market
and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate.
These actions may include: (i) acquiring additional shares of Common Stock 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 (collectively, “Securities”)
in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in
any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described
in subsections (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated as follows:
The
aggregate percentage of shares of Common Stock reported owned is based upon 31,365,701 shares
of Common Stock outstanding on July 30, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 5, 2021.
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(a)
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As of the date hereof, CCUR beneficially owns 305,400 shares of Common Stock,
which shares are held directly by CCUR.
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Percentage: Approximately 0.97%
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(b)
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1. Sole power to vote or direct vote: 305,400
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2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition:
305,400
4. Shared power to dispose or direct the disposition:
0
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(c)
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CCUR has not entered into any transactions in the shares of
Common Stock during the past sixty days.
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(a)
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As of the date hereof, JDS1 beneficially owns 660,432 shares of Common Stock, which shares are held directly by JDS1.
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Percentage: Approximately 2.11%
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(b)
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1. Sole power to vote or direct vote: 660,432
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2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 660,432
4. Shared power to dispose or direct the disposition: 0
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(c)
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JDS1 has not entered into any transactions in the shares of
Common Stock during the past sixty days.
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(a)
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As of the date hereof, Mr. Oros beneficially owns 208,600 shares of Common Stock, which shares are held directly by him.
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Percentage: Approximately 0.67%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 208,600
3. Sole power to dispose or direct the disposition:
0
4. Shared power to dispose or direct the disposition:
208,600
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(c)
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Mr. Oros has entered into the following transactions in the
shares of Common Stock during the past sixty days.
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Date of Transaction
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Amount of Shares Sold
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Price Per Share ($)
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8/24/21
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2,000
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4.1151
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8/26/21
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1,000
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4.3802
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8/27/21
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3,000
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4.6042
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8/31/21
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2,800
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4.6700
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8/31/21
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2,000
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4.8646
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9/14/21
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3,000
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4.7834
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9/17/21
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8,500
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5.0000
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9/23/21
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1,500
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4.8045
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10/14/21
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2,00
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4.1610
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(a)
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As of the date hereof, Mr. Singer, as a managing member of JDS1,
beneficially owns 660,432 shares of Common Stock, which shares are held directly by JDS1.
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Percentage: Approximately
2.11%
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(b)
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1. Sole power to vote or direct vote: 660,432
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2. Shared power to vote or
direct vote: 0
3. Sole power to dispose or
direct the disposition: 660,432
4. Shared power to dispose
or direct the disposition: 0
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(c)
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Mr. Singer has not entered into any transactions in the shares of Common Stock during the past sixty days.
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(d)
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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 of Common Stock.
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(e)
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Not Applicable.
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Item 7. Material to be Filed as Exhibits.
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99.1
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Letter to the Board, dated July 22, 2019 (incorporated by reference to Exhibit 99.1 to the Original 13D
filed by the Reporting Persons with the SEC on July 23, 2019).
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99.2
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Joint Filing Agreement by and among the Reporting Persons, dated
October 25, 2021 (filed herewith).
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99.3
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Cooperation Agreement, dated January 13, 2020, by and among Catalyst Biosciences, Inc., CCUR Holdings,
Inc., Wayne Barr, Jr., JDS1, LLC, David S. Oros and Julian Singer (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by Catalyst Biosciences, Inc. with the SEC on January 17, 2020).
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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: October 25, 2021
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CCUR HOLDINGS, INC.
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By:
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/s/ Igor Volshteyn
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Name:
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Igor Volshteyn
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Title:
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CEO and President
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JDS1, LLC
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By:
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/s/ Julian Singer
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Name:
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Julian Singer
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Title:
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President
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/s/ David S. Oros
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DAVID S. OROS
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/s/ Julian Singer
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JULIAN SINGER
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SCHEDULE A
Directors and Officers of CCUR Holdings, Inc.
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Name and Position
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Principal Occupation
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Principal Business Address
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Citizenship
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Igor Volshteyn
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President and Chief Executive Officer of CCUR Holdings, Inc.
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3800 N Lamar Boulevard
Suite 200
Austin, TX 78756
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USA
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David Nicol
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Advisor for technology-based businesses
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3800 N Lamar Boulevard
Suite 200
Austin, TX 78756
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USA
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Steven G. Singer
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Consultant for Remus Holdings Inc.
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3800 N Lamar Boulevard
Suite 200
Austin, TX 78756
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USA
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