UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cyanotech Corporation
(Name of Issuer)
Common Stock, $0.02 par value per share
(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)
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 sections 240.13d-1(e),
240.13d-1(f) or 140.13d-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 section 240.13d-7 for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a
reporting 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 the disclosures provided in a prior cover page.
The information required in 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).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Explanatory Footnote: This Amendment No. 1 is being made to correct
formatting inaccuracies in the original filing.
| 1. | Names of Reporting Persons.
Ginungapap Foundation |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X |
| 4. | Source of Funds (See Instructions) 00 |
| 5. | Check 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 424,621
|
8. Shared Voting Power 0
|
9. Sole Dispositive Power 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 (See
Instructions) ______ |
| 13. | Percent of Class Represented by Amount in Row (11) 6.6% |
| 14. | Type of Reporting Person (See Instructions) 00 |
| Item 1. | Security and Issuer |
This statement on Schedule 13D (this “Schedule
13-D) 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. #102m 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, alifornia 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 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 of Funds
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, Arrangement, 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.
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: August 30, 2023
/s/ Mark Finser
Mark Finser
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 notes 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 |
Present Principal Occupation |
Citizenship |
Michael A. Davis |
President and Director of Ginungagap, also Chairman of the Board of Directors of the Issuer |
United States |
Mark Finser |
Secretary and Treasurer of Ginungagap |
United States |
Beth Weisburn |
Director |
United States |
Reid Shaw |
Director |
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
|
| 4. | 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. |
| 5. | 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
| 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
| 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 |
| 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
| Title: | Director, Ginungagap Foundation |
Dated as of: August
24, 2023
Signature: /s/
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