Form DFAN14A CATALYST BIOSCIENCES, filed by: SINGER JULIAN D.
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SAFETY AND EXCHANGES COMMISSION
Washington, D.C. 20549
Power of Attorney Statement Pursuant to Section 14(a) of the
Stock Exchange Act of 1934
(Amendment No. )
Filed by holder ☐
Filed by a Party other than the Holder ☑
Check the appropriate box:
☐ Preliminary proxy statement
☐ Confidential, for Commission use only (as permitted by Rule 14a-6(e)(2))
☐ Definitive proxy statement
☐ Final additional documents
☑ Solicit material in accordance with §240.14a-12
CATALYST BIOSCIENCES, INC.
(Name of holder as specified in its charter)
CCUR HOLDINGS, INC.
CIDM II, LLC
JULIAN D. SINGER
SHELLY C. LOMBARD
(Name of person(s) filing proxy statement, if other than holder)
Payment of application fees (check the appropriate box):
No fees required
Fees previously paid with preliminary documents
|☐||Fee calculated on the table of exhibit required by Section 25(b) pursuant to Rules 14a6(i)(1) and 0-11 of the Exchange Act|
JDS1, LLC, CCUR Holdings, Inc., CIDM II, LLC, Julian D. Singer, David S. Oros, Shelly C. Lombard, Matthew Stecker, and Igor Volshteyn (collectively, “JDS1”), file this Schedule 14A with the United States Securities and Exchange Commission (“SECOND”) in connection with JDS1’s plans to solicit proxies from shareholders of Catalyst Biosciences, Inc., a Delaware corporation (the “Company“), in connection with the Company’s 2022 annual meeting of shareholders, any special meeting held in lieu thereof, and any adjournments or postponements thereof (the “2022 Annual Meeting”).
Appendix 13D Amendment No. 10 filed on April 21, 2022
On April 21, 2022, JDS1 filed Amendment No. 10 to its Company Schedule 13D (the “Annex 13D/A”). The following disclosure has been included in Item 4 of Exhibit 13D/A and is included in this Exhibit 14A because such disclosure may be considered solicitation material in connection with JDS1’s plans to solicit proxies from of shareholders of the company for use at the 2022 annual meeting. Meeting:
“Item 4 is hereby amended to add the following:
As previously reported, on March 15, 2022, JDS1, acting under Section 220 of the Delaware General Corporations Act, sent a letter to the Issuer requesting the right to inspect certain books, records and documents of the issuer and to make and/or receive copies or extracts thereof (the “JDS1 inspection request”). The books, records and documents that JDS1 seeks to inspect pursuant to the JDS1 Inspection Request relate, in large part, to the registration and beneficial ownership of outstanding shares. As stated in the JDS1 inspection request, the purpose of the request is to allow JDS1 to communicate with other shareholders of the issuer and to solicit proxies from them with respect to matters relating to their mutual interests as shareholders of the Issuer, including, but not limited to, the composition and structure of the Board of Directors of the Issuer (the “Plank“), the election of directors at the issuer’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”), any other proposals that JDS1 may submit for consideration at the 2022 Annual Meeting, and any other matters that may be duly submitted to the 2022 Annual Meeting.
As of April 20, 2022, more than one month after delivering the JDS1 Inspection Request to the Issuer, JDS1 has not received any documents from the Issuer in response to the JDS1 Inspection Request and has not received any firm undertaking by the Issuer as to which of the documents requested by JDS1 would be provided or when any of the documents requested by JDS1 would be provided. Accordingly, on April 20, 2022, JDS1 filed a lawsuit against the Issuer in the Delaware Court of Chancery seeking to compel the Issuer to produce documents responding to JDS1’s request for inspection and requesting that the Court of the Delaware Chancery orders the Issuer to pay a reasonable amount of attorneys’ fees and expenses incurred by JDS1 in connection with the JDS1 Inspection Request and related litigation.
JDS1 continues to take the necessary steps to prepare for a proxy contest in connection with the 2022 annual meeting, JDS1 continues to believe that, given the precipitous decline in the price per share of the common stock during the past year, the board is in dire need of new shareholder representation and that the three nominees that JDS1 proposed for election to the board at the 2022 annual meeting, Shelly C. Lombard , Matthew Stecker and Igor Volshteyn, can help the board explore opportunities to unlock shareholder value. As of the close of business on April 20, 2022, the common shares closed at a price of $0.53 per share, representing a decline of approximately 89.42% from the closing common share price of 4.98 $ per share on April 21, 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.
Except as set forth in this Schedule 13D or as may occur upon or in connection with the completion of or as a result of any of the actions described in this Schedule 13D, no Reporting Person shall currently has a plan or proposal that would relate to or result in any of the matters set out in paragraphs (a) – (j) of Article 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis. Depending on a variety of factors, including, but not limited to, the financial condition and strategic direction of the issuer, actions taken by the board of directors, stock price levels, other opportunities for investment available to reporting persons, securities market conditions and general economic and industry conditions, reporting persons may in the future take such actions as they deem appropriate with respect to their investment in the issuer, including, without limited to, engaging in communications with management and/or the board of directors, engaging in communications with one or more shareholders of the issuer and others about the investment of the Issuer and Reporting Persons, making suggestions and/or proposals regarding capitalization, ownership structure, operations, prospects, business and financial strategies securities, strategic transactions, assets and liabilities, business and financing alternatives, board structure and composition and other matters such as The Reporting Persons may deem relevant to their investment in the Issuer, the sale of all or part of their Shares on the open market or otherwise, the short sale or any hedging or similar transaction relating to the Shares, the acquisition of additional Shares and/or other shares, debts, obligations , other securities or derivative or other instruments which are based on or relate to the value of the securities of the Issuer, or which modify their intention with respect to all the matters referred to in point 4.
Important Additional Information and Certain Participant Information
JDS1 intends to file with the SEC a preliminary proxy statement and accompanying proxy card for use in soliciting proxies from Company shareholders in connection with the 2022 annual meeting. so that the shareholders elect three candidates to the board of directors of the Company (the “Plank”) and approve a non-binding proposal directing the board to take the necessary steps to declassify the board (in a manner that does not affect unexpired terms of previously elected directors) so that all directors are elected on an annual basis from the next annual meeting of shareholders after the 2022 annual meeting.
JDS1 STRONGLY RECOMMENDS ALL SHAREHOLDERS OF THE CORPORATION TO READ THE PROXY STATEMENT AND OTHER SOLICITATION SOLICITATION MATERIALS WHEN THEY BECOME AVAILABLE IMPORTANT. THESE PROXY MATERIALS WILL BE AVAILABLE FREE OF CHARGE ON THE SEC’S WEBSITE AT HTTPS://WWW.SEC.GOV.
Participants in the proxy solicitation should be JDS1, LLC, a Delaware Limited Liability Company, CCUR Holdings, Inc., a Delaware Corporation, CIDM II, LLC, a Delaware Limited Liability Company, Julian D. Singer, David S. Oros, Shelly C. Lombard, Matthew Stecker, and Igor Volshteyn.
As of the date hereof, JDS1, LLC directly beneficially owns 780,432 common shares, par value $0.001 per share, of the Company (the “Ordinary actions”), including 500 common shares held in the registration name. As of the date hereof, CCUR Holdings, Inc. directly beneficially owns 532,100 Common Shares. JDS1, LLC, as an affiliate of CCUR Holdings, Inc., may also be considered the beneficial owner of the 532,100 shares of common stock held by CCUR Holdings, Inc. As of the date hereof, CIDM II, LLC does not directly own own common stock, but, as asset manager of CCUR Holdings, Inc., may be considered the beneficial owner of the 532,100 common stock beneficially owned by CCUR Holdings, Inc. As of the date hereof, Mr. Singer does not own any common stock directly, but may be deemed to have beneficial ownership of the common stock as a managing member of JDS1 and CIDM II, LLC and an affiliate of CCUR Holdings, Inc. Accordingly, Mr. Singer may be deemed to be the beneficial owner of (i) the 780,432 common shares held directly by JDS1, LLC, and (ii) the 532,100 common shares held directly by CCUR Holdings, Inc. As of the date hereof, Mr. Oros is the direct beneficial owner of 338,600 Common Stock shares. As of the date hereof, none of Ms. Lombard and Messrs. Stecker and Volshteyn did not beneficially own common stock.