SECURITIES AND EXCHANGE COMMISSION
Under the Securities Exchange Act of 1934
Common Stock $0.01 par value
(Title of Class of Securities)
Oliver Schacht, Ph.D., Max-Eyth-Str.42
71088 Holzgerlingen, Germany
+49 (0)7031 49195-12
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
(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. ☐
The information required on this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "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).
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NAMES OF REPORTING PERSONS
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Curetis N.V. in Liquidation
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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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8
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SHARED VOTING POWER
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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* See Item 5 of this statement on this Amendment to the Statement of Beneficial Ownership on Schedule 13D.
** Based on percentage as set forth in the Issuer’s Current Report on Form 8-K (No. 001-37367) filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2020.
This Amendment No. 1 to the Statement of Beneficial Ownership on Schedule 13D (the “Amendment No. 1”) amends the Statement of Beneficial Ownership on
Schedule 13D filed by Curetis N.V. in Liquidation on April 13, 2020 (the “Schedule 13D”). Except as amended and supplemented by this Amendment No.1, the Schedule 13D remains unchanged.
Between April 17, 2020 and April 21, 2020, the Reporting Person sold 316,653 shares of Common Stock on the open market for a total of $758,217.75.
On April 1, 2020, the Issuer completed its business combination transaction with the Reporting Person pursuant to the implementation agreement dated as of September 4, 2019 (the “Implementation Agreement”), entered into by and among the Issuer, the Reporting Person and Crystal GmbH, a private limited liability company (Gesellschaft mit beschränkter
Haftung) organized under the laws of the Federal Republic of Germany and a wholly owned subsidiary of the Issuer. In connection with the transaction, Mario Crovetto, Prabhavathi Fernandes, Ph.D., William E. Rhodes, III, and Oliver
Schacht, Ph.D. were appointed to the board of directors of the Issuer (the “Board”). Pursuant to the terms of the Implementation Agreement, Oliver Schacht, Ph.D. and Johannes Bacher, who were formerly
employed by the Reporting Person, were respectively appointed as Chief Executive Officer and Chief Operating Officer of the Issuer.
Pursuant to the Implementation Agreement, the Reporting Person received 2,028,208 shares of Common Stock in consideration of the sale and transfer of all of its shares in Curetis GmbH, a private
limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany and certain other assets and liabilities of the Reporting Person.
On April 2, 2020, the Reporting Person registered with the Netherlands Chamber of Commerce for dissolution of the legal entity. The Common Stock held by the Reporting Person is expected to be
transferred to the shareholders of the Reporting Person upon the dissolution of the Reporting Person, subject to the sale of a portion of such Common Stock as is necessary to satisfy remaining obligations and liabilities of the Reporting Person.
Between April 17, 2020 and April 21, 2020, the Reporting Person sold 316,653 shares of Common Stock on the open market for a total of $758,217.75 to satisfy remaining obligations and liabilities
of the Reporting Person. Up to 88,987 additional shares of Common stock may be sold as is necessary to satisfy remaining obligations and liabilities of the Reporting Person.
Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D,
although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 21, 2020