IMAGE OMITTED
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
IMAGE OMITTED [clip_image003.gif]
SCHEDULE
13D
(Rule
13d-101)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )*
IMAGE OMITTED [clip_image003.gif]
Cyanotech
Corporation
(Name
of Issuer)
Common Stock
(Title
of Class of Securities)
232437301
(CUSIP
Number)
Mark Finser,
Ginungagap Foundation
1621
Juanita Lane, Tiburon,
California 94920
(415)
699 - 9990
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
August
24, 2023
(Date
of Event Which Requires Filing
of This
Statement)
IMAGE OMITTED [clip_image003.gif]
lf 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§§
240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following
box. □
IMAGE OMITTED [clip_image004.gif]
Note.
Schedules filed in paper format shall include
a signed original and five copies
of the schedule, including
all exhibits. See § 240.13d-7 for
other parties to whom copies are to
be sent.
IMAGE OMITTED [clip_image005.gif]
| * | The remainder of this cover
page shall be filled out for
a reporting person's 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. |
IMAGE
OMITTED
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).
| 1. |
NAME OF REPORTING PERSON
Ginungagap Foundation |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) □ (b)
□ |
| 3. |
SEC USE ONLY |
| 4. |
SOURCE OF FUNDS
00 |
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
□ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| |
7. |
SOLE VOTING POWER |
| NUMBER OF SHARES BENEFICIALLY |
|
424,621 |
| 8. |
SHARED VOTING POWER |
|
OWNED BY EACH
REPORTING |
|
0 |
| 9. |
SOLE DISPOSITIVE POWER |
|
PERSON
WITH |
|
424,621 |
| |
10. |
SHARED DISPOSITIVE POWER |
| |
|
0 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
424,621 |
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.6% |
| 14. |
TYPE OF REPORTING PERSON
00 |
| |
|
|
|
SCHEDULE
13D
Item 1. Security and Issuer.
This
Statement on Schedule 13D (this "Schedule I
3D") relates to the common stock (the “Common Stock”)
of Cyanotech Corporation (the “Issuer”), the principal
executive offices of which are located at 73-4460 Queen Kaahumanu
Hwy. #102, Kailua-Kona, HI 96740..
Item 2. Identity and Background.
This
Schedule 13D is filed as the Reporting Person on behalf of Ginungagap Foundation, a Delaware corporation
("Ginungagap"), recognized as a tax-exempt organization under Internal Revenue Code Section 501(c)(3). The address of the principal
office of Ginungagap is 1621 Juanita Lane, Tiburon, California 94920. Ginungagap is a supporting organization for, and supports the programmatic
purposes and missions of, Rudolf Steiner Foundation, Inc., dba RSF Social Finance.
Neither
the Reporting Person nor, to the best knowledge of the Reporting
Person, any of the persons listed in Schedule A has,
during the last five years, been
convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction resulting in his, her or its being subject to a judgment,
decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of
Funds or Other Consideration.
On August
24, 2023 424,621 shares of the Common Stock was donated to Ginungagap by Skywords Family Foundation, Inc. (“Skywords”) pursuant
to a Grant Award, dated as of August 24, 2023.
Item 4. Purpose of Transaction.
The
Reporting Person was granted 424,621 shares of Common Stock to assist the Reporting Person to fulfill
its charitable mission. Michael A. Davis (“Davis”) serves as the President of Ginungagap and is a member of its Board of Directors.
Davis also serves on the Board of Directors of the Issuer and as its Chairman. Davis has recused himself from all matters relating to
the Common Stock owned by Ginungagap, including, without limitation, decisions to vote or dispose of the Common Stock.
Except
as set forth herein, the Reporting
Person has no plans or proposals relating to any matters specified
in paragraphs (a) through (j)) of ltem 4 of Schedule 13D. Depending on market conditions, an evaluation of
the business and the prospects of the Issuer and
other factors, the Reporting
Person may, in its sole discretion, purchase additional shares
of Common Stock, or other securities convertible into or exchangeable
for shares of Common Stock, or dispose
of shares of Common Stock
from time to time in the open market,
in privately negotiated transactions or otherwise, subject to
market conditions and other factors.
Item 5. Interest in Securities
of the Issuer.
Percentage
interests in shares of Common Stock reported in this Schedule 13D are based on 6,467,503 shares of Common Stock outstanding at August
25, 2023 based on information provided by the Issuer.
(a) and
(b):
Items
7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(c):
Except
as set forth in Item 3, the Reporting Person has not engaged in any transactions in the Issuer's shares of Common Stock during the past
sixty days.
(d) Not
applicable
(e) Not
applicable
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
The responses
set forth in Items 2, 3, and 4 are incorporated herein by reference in their entirety.
Skywords
is party to the Grant Award with Ginungagap, pursuant to which Skywords granted 424,621 shares of the Common
Stock to Ginungagap.
Davis
is party to the Recusal, dated as of August 24, 2023, pursuant to which Davis has recused himself from all matters relating to the Common
Stock owned by Ginungagap.
The
foregoing description of the Grant Award and the Recusal does not purport to be complete and is qualified in its entirety by reference
to the full text of such agreements, which are included as Exhibits
A and B hereto and incorporated herein by reference.
Except as otherwise
described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Person and
any other person with respect to any securities of the Issuer.
Item 7. Material
to be Filed as Exhibits.
Exhibit A Grant
Award, dated as of August 24, 2023, by and among Skywords and Ginungagap.
Exhibit
B Recusal, dated as of August 24, 2023, by Davis and acknowledged on behalf of Ginungagap.
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: August 29, 2023
GINUNGAGAP FOUNDATION
IMAGE
OMITTEDBy: /s/ Mark Finser
Name:
Mark Finser
Title:
Secretary and Treasurer
SCHEDULE
A
The name and present principal occupation
of each director and executive officer of Ginungagap is set forth below. Unless otherwise noted the business address of each person listed
below is c/o Ginungagap Foundation, 1621 Juanita Lane, Tiburon, California 94920.
DIRECTORS
AND EXECUTIVE OFFICERS OF GINUNGAGAP
Name and Business Address
Michael A. Davis
Mark Finser
Beth Weisburn
Reid Shaw
Present
Principal Occupation
President and Director of Ginungagap; also Chairman of the Board
of Directors of the Issuer
Secretary and Treasurer of Ginungagap
Director
Director
Citizenship
United States
United States
United States
United States
EXHIBIT A
GRANT AWARD, DATED AUGUST 24, 2023.
Skywords Family Foundation
Grant Award
Date of Agreement: August 24,
2023
Parties to Agreement: Skywords
Family Foundation Inc., a Delaware nonprofit non-stock corporation (“Skywords”), and Ginungagap Foundation, a Delaware nonprofit
non-stock corporation (“Grantee”)
Grantor: Skywords Family Foundation,
Inc.
Purpose of Grant: To assist Grantee
to fulfill its stated charitable mission, including through providing grants or otherwise supporting the activities of Grantee
Total Amount of Grant: 424,621
shares of common stock (the “Granted Shares”) of Cyanotech Corporation, a Nevada corporation (“Cyanotech”), with
a value at the date of grant of $346,066 (based on the average of the high and low price of the Cyanotech common stock on the date of
transfer)
Award Date: The grant of the Granted
Shares will be made on August 24, 2023 which is a date that is at least 2 trading days after neither Skywords nor Michael A. Davis (“Davis”)
is subject to any “blackout period” or trading restrictions, if any, established by Cyanotech applicable to either Skywords
or Davis with respect to Cyanotech’s common stock
This grant is awarded by Skywords, subject
to the following terms and conditions:
1.
Grantee confirms that it is an organization that is currently recognized by the Internal Revenue
Service (the “IRS”) as a public charity under Sections 501(c)(3) and 509(a)(3) of the Internal Revenue Code (the “Code”),
and Grantee will inform Skywords immediately of any change in, or IRS proposed or actual revocation (whether or not appealed) of, its
tax status described above.
2.
This grant may be used only for Grantee’s charitable activities. While Skywords understands
that Grantee may participate in the public policy process, consistent with its tax-exempt status, Grantee may not use any proceeds from
the Granted Shares to influence the outcome of any public election or to carry on any voter registration drive. This grant must be used
for the purpose as identified above, and may not be expended for any other purposes without Skywords’ prior written approval.
3.
Grantee acknowledges that 300,000 of the 424,621 Granted Shares are restricted stock and Grantee
will not be able to sell, transfer or otherwise dispose of any of the Granted Shares unless such sale, transfer or other disposition is
consummated in compliance with the safe harbor provided by Rule 144 promulgated under the Securities Act of 1933 Act, as amended (the
“1933 Act”) or other available exemption under the 1933 Act, and Grantee, upon written request by Cyanotech, provides a written
representation letter to Cyanotech containing the necessary information to permit Cyanotech’s counsel to issue a written legal opinion
that such sale, transfer or other disposition is consummated in compliance with the safe harbor provided by Rule 144 promulgated under
the 1933 Act or other available exemption under the 1933 Act.
4.
This Grant Award shall be governed by and construed in accordance with the laws of the State of California
applicable to contracts entered into between California residents and wholly to be performed in California. This grant award constitutes
the entire agreement between the parties. This grant award may not be modified or amended, and no provision waived, without the prior
written consent of the party against whom enforcement of the amendment or waiver is sought. If any provision contained in this agreement
is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full
force and effect as if the provision that was determined to be void, illegal, or unenforceable had not been contained herein. This agreement
may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument. It is further understood and agreed that a copy of this signed agreement, including an electronic copy in pdf,
shall be as binding as the signed original of the agreement.
On behalf of Skywords, I agree to make
the grant of Granted Shares to Grantee pursuant to the foregoing terms and conditions.
Signature: /s/ Michael A. Davis
Name: Michael A. Davis
Title: President, Skywords Family Foundation
Inc.
Dated as of: August 24, 2023
On behalf of Grantee, I understand and
agree to the foregoing terms and conditions of Skywords’ grant.
Signature: /s/ Mark Finser
Name: Mark Finser
Title: Secretary Treasurer, Ginungagap
Foundation
Dated as of: August 24, 2023
EXHIBIT B
Ginungagap Foundation
Recusal by Michael A. Davis
I, Michael A. Davis, in my capacity as President and a director
of Ginungagap Foundation, a Delaware nonprofit non-stock corporation (the “Foundation”), hereby recuse myself from participating
in all matters relating to all shares of stock of Cyanotech Corporation, a Nevada corporation, owned by the Foundation, or any portion
thereof (the “Cyanotech Shares”).
I acknowledge that I shall have no right to exercise any power,
direction, or action with respect to the Cyanotech Shares, including, without limitation, voting, exchanging, selling, and disposing of
the Cyanotech Shares. All powers, directions, or actions with respect to the Cyanotech Shares shall be exercised, determined, and taken
by the other directors and/or officers of the Foundation.
Given my role as the Chairman of the Board of Cyanotech Corporation,
this Recusal is intended to preclude any self-dealing transaction or any appearance of self-dealing involving the Foundation in conformance
with California Corporations Code Section 5233.
Signature: /s/ Michael A. Davis
Name: Michael A. Davis
Title: President and Director, Ginungagap Foundation
Dated as of: August 24, 2023
Acknowledgement of Recusal
On behalf of Ginungagap Foundation, a Delaware nonprofit non-stock
corporation (the “Foundation”), each of the undersigned directors of the Foundation acknowledge receipt of a signed copy of
the foregoing Recusal by Michael A. Davis, as President and a director of the Foundation, with respect to all powers, directions, or actions
with respect to all shares of stock of Cyanotech Corporation, a Nevada corporation, owned by the Foundation, or any portion thereof.
Signature: /s/ Beth Weisburn
Name: Beth Weisburn
Title: Director, Ginungagap Foundation
Dated as of: August 24, 2023
Signature: /s/ Reid Shaw
Name: Reid Shaw
Title: Director, Ginungagap Foundation
Dated as of: August 24, 2023
Cyanotech (NASDAQ:CYAN)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Cyanotech (NASDAQ:CYAN)
Gráfica de Acción Histórica
De May 2023 a May 2024
