Davis Amends Cyanotech Stake Filing

TL;DR

Davis updated his Cyanotech ownership filing. Watch for more details.

AI Summary

Michael A. Davis filed an amendment (No. 12) to Schedule 13D on September 10, 2024, regarding Cyanotech Corporation. Davis is reporting changes in beneficial ownership of the company's common stock. The filing does not specify the exact number of shares or the percentage of ownership change in this excerpt.

Why It Matters

This filing indicates a potential shift in significant ownership of Cyanotech Corporation, which could influence the company's strategic direction or stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often signal changes in significant shareholder positions, which can lead to increased volatility or strategic shifts for the company.

Key Players & Entities

• Michael A. Davis (person) — Filing person reporting changes in beneficial ownership
• Cyanotech Corporation (company) — Subject company of the filing
• September 10, 2024 (date) — Date of the event requiring the filing

FAQ

Key Financial Figures

• $0.02 — ation (Name of Issuer) Common Stock, $0.02 par value per share (Title of Class o
• $0.84 — Common Stock at a price respectively of $0.84 per share, $0.84 per share, $0.84 per s
• $0.83 — , $0.84 per share, $0.84 per share, and $0.83 per share. All of such open market purc
• $0.75 — ssued being calculated using a price of $0.75 per share. Davis’ investments we
• $1 — Stock at a purchase price per share of $1 pursuant to the Subscription Agreement,

Filing Documents

• cyan13da12.htm (SC 13D/A) — 87KB
• 0000935836-24-000585.txt ( ) — 88KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 12 (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”), as further amended on July 26, 2024 (the “Ninth Amendment”), as further amended on August 14, 2024 (the “Tenth Amendment”), as further amended on September 6, 2024 (the “Eleventh 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, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, and the Eleventh 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 13

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 and the Revocable Trust has received from the Issuer, as catch-up director fees of Davis, shares of restricted stock in lieu of cash.

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 September 5, 6, 9, and 10, 2024 the Revocable Trust purchased in open market purchases 5,000 shares of the Common Stock at a price respectively of $0.84 per share, $0.84 per share, $0.84 per share, and $0.83 per share. All of such open market 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. On September 10, 2024, the Revocable Trust received 66,667 shares of the Common Stock from the Issuer representing shares of restricted stock paid to Davis as catch-up director fees in lieu of cash, the number issued being calculated using a price of $0.75 per share. 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 7,142,700 shares of Common Stock outstanding at September 10, 2024 based on information provided by the Issuer. (a) Davis: 1,700,598 shares (23.8%), which is inclusive of 1,390,440 shares held directly by the Revocable Trust, 12,119 shares held directly by Davis, 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 1,519,348 shares, including 12,119 shares held directly by Davis, 1,390,440 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,

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:September 10, 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:September 10, 2024 /s/ Michael A. Davis Michael A. Davis /s/ Janet J. Johnstone Janet J. Johnstone Michael Ar

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View this SC 13D/A filing on SEC EDGAR