UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
CATASYS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
44919F104
(CUSIP Number)
David E. Smith
c/o Coast Asset Management, LLC
11150 Santa Monica Boulevard, Suite 1400
Los Angeles, California 90025
(310) 576-3502
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 16, 2015
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 44919F104 | SCHEDULE 13D/A | PAGE 2 OF 8 PAGES |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David E. Smith | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
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 of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
131,645 shares (See Item 5) | ||||
8 | SHARED VOTING POWER
10,111,974 shares (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
131,645 shares (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER
10,111,974 shares (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,243,619 shares (See Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6% (See Item 5) | |||||
14. | TYPE OF REPORTING PERSON*
IN Individual |
* | See Instructions |
CUSIP No. 44919F104 | SCHEDULE 13D/A | PAGE 3 OF 8 PAGES |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Shamus, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
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 shares (See Item 5) | ||||
8 | SHARED VOTING POWER
10,111,974 shares (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
0 shares (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER
10,111,974 shares (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,111,974 shares (See Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3% (See Item 5) | |||||
14. | TYPE OF REPORTING PERSON*
OO Limited Liability Company |
* | See Instructions |
CUSIP No. 44919F104 | SCHEDULE 13D/A | PAGE 4 OF 8 PAGES |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Coast Fund L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
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
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares (See Item 5) | ||||
8 | SHARED VOTING POWER
10,111,974 shares (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
0 shares (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER
10,111,974 shares (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,111,974 shares (See Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3% (See Item 5) | |||||
14. | TYPE OF REPORTING PERSON*
PN Partnership |
* | See Instructions |
CUSIP No. 44919F104 | SCHEDULE 13D/A | PAGE 5 OF 8 PAGES |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Coast Offshore Management (Cayman), Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
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
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares (See Item 5) | ||||
8 | SHARED VOTING POWER
10,111,974 shares (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
0 shares (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER
10,111,974 shares (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,111,974 shares (See Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3% (See Item 5) | |||||
14. | TYPE OF REPORTING PERSON*
CO Corporation |
* | See Instructions |
CUSIP No. 44919F104 | SCHEDULE 13D/A | PAGE 6 OF 8 PAGES |
This Amendment No. 12 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) on November 26, 2010, as amended by (i) Amendment No. 1 thereto, filed with the SEC on October 21, 2011, (ii) Amendment No. 2 thereto, filed with the SEC on November 3, 2011, (iii) Amendment No. 3 thereto, filed with the SEC on November 17, 2011, (iv) Amendment No. 4 thereto, filed with the SEC on December 12, 2011, (v) Amendment No. 5 thereto, filed with the SEC on February 2, 2012, (vi) Amendment No. 6 thereto, filed with the SEC on April 23, 2012, (vii) Amendment No. 7 thereto, filed with the SEC on September 20, 2012, (viii) Amendment No. 8 thereto, filed with the SEC on December 10, 2012, (ix) Amendment No. 9 thereto filed with the SEC on April 16, 2013, (x) Amendment No. 10 thereto filed with the SEC on October 17, 2013 and (xi) Amendment No. 11 filed with the SEC on June 3, 2014 (collectively, this Schedule 13D) by David E. Smith (Mr. Smith) and certain other reporting persons, with respect to the common stock, par value $0.0001 per share, of Catasys, Inc. (Common Stock), a Delaware corporation (Catasys). The filing of any amendment to this Schedule 13D shall not be construed to be an admission that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 of this Schedule 13D is hereby amended to add the following information:
On October 16, 2015, Shamus purchased 956,667 shares of Common Stock from Catasys in a private placement at $0.30 per share (the October 2015 Shares). The source of funds used by Shamus for such purchase was working capital, including from funds provided by Mr. Smith. Catasys and Shamus entered into a securities purchase agreement in connection with the purchase of the October 2015 Shares (the October 2015 Purchase Agreement). A copy of the form of securities purchase agreement upon which the October 2015 Purchase Agreement was based is included as exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 16, 2015 and is hereby incorporated by reference into this Schedule 13D as Exhibit O hereto. The foregoing description of the October 2015 Purchase Agreement is qualified by reference to the actual text of such form, which is hereby incorporated by reference in response to this Item 3.
ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 of this Schedule 13D is hereby amended to add the following information:
The information set forth in Item 3 above is incorporated by reference into this Item 4.
Shamus acquired the October 2015 Shares for investment purposes.
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Item 5(a), 5(b) and 5(c) of this Schedule 13D is hereby amended and restated as follows:
(a)-(b) | Shamus beneficially owns, in the aggregate, 10,111,974 shares of Common Stock (the Shamus Shares), representing approximately 18.3% of the outstanding Common Stock.(1) The Shamus |
(1) | All calculations of percentage ownership in this Schedule 13D are based on (i) approximately 55,007,761 shares of Common Stock issued and outstanding as of October 16, 2015 after giving effect to all issuances of Common Stock by Catasys through October 16, 2015, according to information provided by Catasys to the Reporting Persons, (ii) an estimated 54,900 shares of Common Stock issuable upon exercise of all warrants held by Shamus, and (iii) an estimated 122,222 shares of Common Stock issuable upon the exercise of options granted to Mr. Smith for his service on the Board of Directors of Catasys that are exercisable or will become exercisable within 60 calendar days. |
CUSIP No. 44919F104 | SCHEDULE 13D/A | PAGE 7 OF 8 PAGES |
Shares are comprised of (i) the 956,667 shares of Common Stock that constitute the October 2015 Shares, (ii) another 9,100,407 shares of Common Stock previously acquired by Shamus and (iii) 54,900 shares of Common Stock issuable upon exercise of warrants owned by Shamus. |
As the sole member of Shamus, the Coast Fund may be deemed to beneficially own all Common Stock beneficially owned by Shamus. Similarly, as the managing general partner of the Coast Fund, Coast Offshore Management may be deemed to beneficially own all Common Stock beneficially owned by the Coast Fund. Except to the extent it is deemed to beneficially own any Common Stock beneficially owned by Shamus, neither the Coast Fund nor Coast Offshore Management beneficially owns any Common Stock.
As the president of Coast Offshore Management, Mr. Smith may be deemed to beneficially own all Common Stock beneficially owned by Coast Offshore Management, Coast Fund and Shamus. In addition, Mr. Smith directly owns 9,423 shares of Common Stock and (ii) 122,222 shares of Common Stock issuable upon the exercise of options granted to Mr. Smith for his service on the Board of Directors of Catasys that are either currently exercisable or will become exercisable within 60 calendar days. As a result, Mr. Smith may be deemed to beneficially own, in the aggregate, 10,243,619 shares of Common Stock, representing approximately 18.6% of the outstanding Common Stock.
(c) | The information set forth in Item 3 above is incorporated by reference into this Item 5(c). |
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 of this Schedule 13D is hereby amended to add the following information:
The information set forth in Item 3 above is incorporated by reference into this Item 6.
ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS. |
Item 7 of this Schedule 13D is hereby amended to add the following information:
Exhibit No. |
Description of Exhibit | |
O | Form of Securities Purchase Agreement used for the October 2015 Purchase Agreement (incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K filed by Catasys with the SEC on October 16, 2015). |
CUSIP No. 44919F104 | SCHEDULE 13D/A | PAGE 8 OF 8 PAGES |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 26, 2015
DAVID E. SMITH | ||
/s/ David E. Smith | ||
COAST OFFSHORE MANAGEMENT (CAYMAN), LTD. | ||
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | President | |
THE COAST FUND L.P. | ||
By: | COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner | |
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | President | |
SHAMUS, LLC | ||
By: | THE COAST FUND L.P., its sole member | |
By: | COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner | |
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | President |