Amended Statement of Beneficial Ownership (sc 13d/a)
April 04 2022 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
ARCA biopharma, Inc.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
00211Y506
(CUSIP Number)
Jacob Ma-Weaver
Cable Car Capital LLC
2261 Market Street #4307
San Francisco, California 94114
(415) 857-1965
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
March 31, 2022
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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.
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).
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1 |
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NAME OF REPORTING PERSON |
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The Funicular Fund, LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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 |
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WC |
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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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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,944,993 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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0 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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1,944,993 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,944,993 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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13.50% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Jacob Ma-Weaver |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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 |
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OO |
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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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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,944,993 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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0 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,944,993 |
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10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,944,993 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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13.50% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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| Item 3. | Source and Amount of Funds or Other Considerations |
Item 3 is hereby amended and restated to read
as follows:
The Shares to which this Schedule 13D relates
were acquired for an aggregate purchase price of $3,725,962 inclusive of brokerage commissions and net of premium received from written
option contracts. Funds for the purchase were obtained from the available working capital of the Fund. Although the Fund has the ability
to obtain margin loans in the ordinary course of its business, no part of the purchase price was obtained on margin or through any other
borrowings.
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
The Reporting Persons believe that the Issuer
should immediately narrow its focus to the preservation of shareholder value. The Issuer should discontinue plans for any additional clinical
trials, minimize operating expenses, and refrain from any further investment in its development program. The Reporting Persons believe
that the persistent discount between the Issuer’s market capitalization and its net cash signals the market’s disapproval
of management’s actions. The Issuer should consider the interests of its stockholders and explore strategic alternatives.
| Item 5. | Interest in Securities of the Issuer |
Items 5 (a) – (c) are hereby amended and
restated to read as follows:
(a) The
aggregate percentage of Common Stock reported owned by the Reporting Persons is based on 14,410,143 shares outstanding, which is the total
number of shares outstanding as reported on the cover page of the Issuer’s Annual Report on Form 10-K with the Securities and Exchange
Commission on March 14, 2022. As of the close of business on April 4, 2022, the Fund beneficially owned 1,944,993 Shares. Cable Car, as
the General Partner of the Fund, may be deemed the beneficial owner of the 1,944,993 Shares owned by the Fund. Mr. Ma-Weaver, as the Managing
Member of Cable Car, may be deemed the beneficial owner of the 1,944,993 Shares owned by the Fund.
(b) The
Fund has sole voting and dispositive power over the shares reported herein.
(c) The
transactions in the Shares by the Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by
reference. None of Cable Car or Mr. Ma-Weaver have entered into any transactions in the Shares since the filing of the Schedule 13D. Each
Reporting Person and Cable Car disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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: April 4, 2022
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The Funicular Fund, LP |
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By: |
/s/ Jacob Ma-Weaver |
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Name: |
Jacob Ma-Weaver |
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Title: |
Managing Member of the General Partner |
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/s/ Jacob Ma-Weaver |
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Jacob Ma-Weaver |
SCHEDULE A
TRANSACTIONS IN SECURITIES OF THE ISSUER
SINCE THE FILING OF THE SCHEDULE 13D
Nature of the Transaction |
Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase / Sale |
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Purchase of Common Stock1 |
302,631 |
1.6523 |
03/31/2022 |
Purchase of Common Stock2 |
584,985 |
1.9613 |
04/01/2022 |
Purchase of Common Stock3 |
122,342 |
2.2585 |
04/04/2022 |
1
Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $1.5550 to $1.7250, inclusive
of brokerage commissions. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the
Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within
the range set forth in this footnote.
2
Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $1.5350 to $2.2050, inclusive
of brokerage commissions. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the
Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within
the range set forth in this footnote.
3
Represents a weighted average price. These Shares were purchased in multiple
transactions at prices ranging from $2.1650 to $2.3050, inclusive of brokerage commissions. The Reporting Persons undertake to provide
the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding
the number of Shares purchased at each separate price within the range set forth in this footnote.
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