Davis Amends Cyanotech Stake Filing

TL;DR

Davis filed an update on his Cyanotech stake. Check the filing for details.

AI Summary

Michael A. Davis filed an amendment (No. 9) to Schedule 13D on July 26, 2024, regarding Cyanotech Corporation. The filing indicates a change in beneficial ownership of the company's common stock. Davis's mailing address is listed as 1621 Juanita Lane, Tiburon, CA 94920.

Why It Matters

This amendment signals a potential shift in significant ownership or strategy for Cyanotech Corporation, which could impact its stock price and future direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate changes in significant shareholder positions, which can lead to increased volatility.

Key Players & Entities

• Michael A. Davis (person) — Filing person and beneficial owner
• Cyanotech Corporation (company) — Subject company
• July 26, 2024 (date) — Filing date of amendment

FAQ

Key Financial Figures

• $0.02 — ation (Name of Issuer) Common Stock, $0.02 par value per share (Title of Class o
• $0.37 — Common Stock at a price respectively of $0.37 per share, $0.40 per share, $0.32 per s
• $0.40 — price respectively of $0.37 per share, $0.40 per share, $0.32 per share, $0.39 per s
• $0.32 — ly of $0.37 per share, $0.40 per share, $0.32 per share, $0.39 per share, $0.39 per s
• $0.39 — hare, $0.40 per share, $0.32 per share, $0.39 per share, $0.39 per share, $0.45 per s
• $0.45 — hare, $0.39 per share, $0.39 per share, $0.45 per share, $0.55 per share, $0.53 per s
• $0.55 — hare, $0.39 per share, $0.45 per share, $0.55 per share, $0.53 per share, $0.57 per s
• $0.53 — hare, $0.45 per share, $0.55 per share, $0.53 per share, $0.57 per share, $0.59 per s
• $0.57 — hare, $0.55 per share, $0.53 per share, $0.57 per share, $0.59 per share, $0.58 per s
• $0.59 — hare, $0.53 per share, $0.57 per share, $0.59 per share, $0.58 per share, $0.59 per s
• $0.58 — hare, $0.57 per share, $0.59 per share, $0.58 per share, $0.59 per share, $0.59 per s
• $0.60 — hare, $0.59 per share, $0.58 per share, $0.60 per share, and $0.64 per share. All of
• $0.64 — , $0.58 per share, $0.60 per share, and $0.64 per share. All of such purchases were m
• $1 — Stock at a purchase price per share of $1 pursuant to the Subscription Agreement,

Filing Documents

• cyan13da9.htm (SC 13D/A) — 86KB
• 0000935836-24-000493.txt ( ) — 87KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 9 (this “Amendment”) to Schedule 13D relates to the common stock (the “Common Stock”) of Cyanotech Corporation (“Cyanotech” or the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by Davis, The Michael Arlen Davis Charitable Lead Annuity Trust (the “Charitable Trust”) and the Revocable Trust on September 21, 2016 (the “Original Filing”), as amended on December 20, 2016 (the “First Amendment”), as further amended on March 17, 2017 (the “Second Amendment”), as further amended on October 19, 2018 (the “Third Amendment”), as further amended on February 27, 2019 (the “Fourth Amendment”), as further amended on March 13, 2019 (the “Fifth Amendment”), as further amended on December 2, 2020 (the “Sixth Amendment”), as further amended on August 29, 2023 (the “Seventh Amendment”), as further amended on December 20, 2023 (the “Eighth Amendment”), and together with the Original Filing, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, and the Eighth Amendment (the “Schedule 13D”)). The items below modify the information disclosed under the corresponding item of the Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. The executive office of the Issuer is located at 73-4460 Queen Kaahumanu Hwy. #102, Kailua-Kona, HI 96740.

Source of Funds

Item 3. Source of Funds

is hereby supplemented as follows

Item 3 is hereby supplemented as follows: No change except additional shares have been acquired using cash on hand of the Revocable Trust.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby supplemented

Item 4 of the Schedule 13D is hereby supplemented and amended as follows: On each of July 3, 5, 8, 9, 10, 11, 12, 15, 16, 17, 18, 19, 22, 23, 24, and 25, 2024 the Revocable Trust purchased in open market purchases 5,000 shares of the Common Stock at a price respectively of $0.37 per share, $0.40 per share, $0.32 per share, $0.39 per share, $0.39 per share, $0.45 per share, $0.55 per share, $0.53 per share, $0.57 per share, $0.59 per share, $0.58 per share, $0.59 per share, $0.59 per share, $0.58 per share, $0.60 per share, and $0.64 per share. All of such purchases were made using the cash on hand of the Revocable Trust pursuant to a programmed plan of transactions adopted on March 6, 2024 pursuant to SEC Rule 10b5-1(c) that provides for buying 5,000 shares a day at a limit price up to 315,000 shares to be bought from that time by March 4, 2025. Davis’ investments were made to support the strategy and direction of the Issuer’s Board and management.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Schedule 13D is hereby replaced as follows

Item 5 of the Schedule 13D is hereby replaced as follows: Percentage interests in shares of Common Stock reported in this Schedule 13D are based on 6,948,379 shares of Common Stock outstanding at July 25, 2024 based on information provided by the Issuer. (a) Davis: 1,436,894 shares (20.7%), which is inclusive of 1,126,736 shares held directly by the Revocable Trust, 31,250 shares held directly by Johnstone, 75,000 shares held directly by the Nyracai Trust, 75,000 shares held directly by the Nettizanne Trust, 58,000 shares held by Nettizanne GST Trust and 58,789 shares held by Nyracai GST Trust. Each of Davis, the Revocable Trust, Johnstone, the Nyracai Trust, the Nettizanne Trust, the Nettizanne GST Trust, and the Nyracai GST Trust disclaims any beneficial ownership in any Common Stock beneficially owned by the other Reporting Persons, except to the extent of their respective pecuniary interests therein. (b) Davis has the sole power to vote and dispose of 1,255,644 shares, including 12,119 shares held directly by Davis, 1,126,736 shares held directly by the Revocable Trust, of which Davis is the sole trustee, 58,000 shares held by Nettizanne GST Trust, of which Davis is the sole trustee, and 58,789 shares held by Nyracai GST Trust, of which Davis is the sole trustee. Davis may be deemed to share the power to vote and dispose of 181,250 shares of Common Stock as follows: 31,250 shares of Common Stock held directly by Johnstone, the spouse of Davis; 75,000 shares held by the Nyracai Trust, of which Davis and Wells Fargo are co-trustees; and 75,000 shares held by the Nettizanne Trust, of which Davis and Wells Fargo are co-trustees. Johnstone has the sole power to vote and dispose of 31,250 shares of Common Stock held by her, and she may be deemed to share the power to vote and dispose of 12,119 shares of Common Stock held by Davis, the spouse of Johnstone. The Revocable Trust, of which Davis is the sole trustee, has the sole power to vote and dispose of 1

Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

of the Schedule 13D was supplemented and amended in the Eighth

Item 6 of the Schedule 13D was supplemented and amended in the Eighth Amendment as follows: On December 15, 2023 the Revocable Trust purchased from the Company 400,000 shares of Common Stock at a purchase price per share of $1 pursuant to the Subscription Agreement, dated December 15, 2023, by and between the Revocable Trust and the Issuer. Such shares so purchased were “restricted securities” under applicable federal securities laws and subject to certain piggyback registration rights as provided for in the Subscription Agreement. The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which is included as Exhibit B hereto and incorporated herein by reference.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit AAgreement Regarding Joint Filing of Statement on Schedule 13D or 13G. Exhibit BSubscription Agreement, dated December 15, 2023, by and between the Revocable Trust and the Issuer (incorporated by reference from Exhibit 10.1 to the Issuer’s Form 8-K filed by the Issuer on December 19, 2023). 9 CUSIP No. 232437301

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct. Dated:July 26, 2024 /s/Michael A. Davis Michael A. Davis /s/Janet J. Johnstone Janet J. Johnstone Michael Arlen Davis Revocable Trust By: /s/Michael A. Davis Michael A. Davis, Trustee Nyracai Davis Irrevocable Trust By:/s/Michael A. Davis Michael A. Davis, Trustee Nettizanne J. Davis Irrevocable Trust By: /s/Michael A. Davis Michael A. Davis, Trustee Nettizanne Johnstone Davis GST Exempt Trust By: /s/Michael A. Davis Michael A. Davis, Trustee Nyracai Johnstone Davis GST Exempt Trust By: /s/Michael A. Davis Michael A. Davis, Trustee 10 CUSIP No. 232437301 EXHIBIT A AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D, Schedule 13G or forms 3, 4 or 5 (and any amendments or supplements thereto) required under section 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint Michael A. Davis, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Act, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present. Dated:July 26, 2024 /s/Michael A. Davis Michael A. Davis /s/Janet J. Johnstone Janet J. Johnstone Michael Arlen Davis Revocable

View Full Filing

View this SC 13D/A filing on SEC EDGAR