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. 9)1
Psychemedics Corporation
(Name of Issuer)
Common Stock, par value $0.005 per share
(Title of Class of Securities)
744375205
(CUSIP Number)
PETER H. KAMIN
2720 Donald Ross Road, #311
Palm Beach Gardens, FL 33410
DAVID E. DANOVITCH, ESQ.
Sullivan & Worcester LLP
1251 Avenue of the Americas
New York, NY 10020
(212) 660-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 2024
(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).
SCHEDULE 13D/A
| CUSIP NO. 744375205 | Page 2 of 5 |
| 1 | NAME OF REPORTING PERSON | |||
| PETER H. KAMIN | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | ||
| (b) ☐ | ||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| PF, OO | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| UNITED STATES OF AMERICA |
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | 1,736,741(1) | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING | 0 | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 1,736,741(1) | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 1,736,741(1) | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 28.4%(2) | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| IN |
| (1) | Includes 218,728 shares of common stock of the issuer (the “Issuer”), par value $0.005 per share (the “Common Stock”), held by the Peter H. Kamin Revocable Trust dated February 2003 (the “Kamin Trust”), of which Peter H. Kamin (the “Reporting Person”) is the sole trustee, 146,998 shares of Common Stock held by the Peter H. Kamin Childrens Trust dated March 1997 (the “Kamin Childrens Trust”), of which the Reporting Person is the trustee (collectively, the “Trusts”), and 1,133,984 shares of Common Stock held by 3K Limited Partnership (“3K Limited”), of which the Reporting Person is the General Partner. | |
| (2) | The aggregate percentage of shares of Common Stock reported owned herein is based upon 6,107,227 shares outstanding as of the close of business on December 11, 2024, which is the total number of shares outstanding as indicated to the Reporting Person by the Issuer. |
SCHEDULE 13D/A
| CUSIP NO. 744375205 | Page 3 of 5 |
This Amendment No. 9 to Statement on Schedule 13D (this “Amendment No. 9”) amends and supplements the Statement on Schedule 13D, initially filed by the Reporting Person with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2020, as amended by Amendment No. 1 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on August 19, 2021, Amendment No. 2 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on September 23, 2021, Amendment No. 3 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on January 26, 2022, Amendment No. 4 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on April 21, 2022, Amendment No. 5 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on May 10, 2022, Amendment No. 6 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on June 10, 2022, Amendment No. 7 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on August 13, 2024, and Amendment No. 8 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on December 5, 2024 (the “Amendment No. 8”, and collectively, the “Schedule 13D”). Except as otherwise set forth herein, this Amendment No. 9 does not modify any of the information previously reported by the Reporting Person in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 9 shall have the meanings ascribed to such terms in the Schedule 13D.
Item 1. Security and Issuer.
The information contained in “Item 1. Security and Issuer.” of the Schedule 13D is not being amended by this Amendment No. 9.
Item 2. Identity and Background.
The information contained in “Item 2. Identity and Background.” of the Schedule 13D is not being amended by this Amendment No. 9.
Item 3. Source or Amount of Funds or Other Consideration.
The information contained in “Item 3. Source or Amount of Funds or Other Consideration.” of the Schedule 13D is not being amended by this Amendment No. 9.
Item 4. Purpose of Transaction.
“Item 4. Purpose of Transaction.” of the Schedule 13D is being amended by this Amendment No. 9 to add the following:
Repurchase Agreement
On December 10, 2024, following the Issuer’s final determination of the funds required to purchase all of the fractional share interests that resulted from the reverse stock split based on information from the Issuer’s transfer agent, the Issuer repurchased 320,708 of such shares of Common Stock from 3K Limited at the same price 3K Limited paid to acquire shares in the Stock Sale, pursuant to a stock repurchase agreement (the “Repurchase Agreement”), dated December 10, 2024, by and between the Issuer and 3K Limited.
SCHEDULE 13D/A
| CUSIP NO. 744375205 | Page 4 of 5 |
The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, which is filed as Exhibit 99.5 to this Schedule 13D and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
"Item 5. Interest in Securities of the Issuer" of the Schedule 13D is being amemded and restated is by this Amendment No. 9 as follows:
| (a) | The percentage ownership of shares of Common Stock set forth in this Amendment No. 9 is based upon 6,107,227 shares outstanding as of the close of business on December 11, 2024, which is the total number of shares outstanding as indicated to the Reporting Person by the Issuer. |
| (b) | The Reporting Person has the sole voting power and sole dispositive power with respect to all 1,736,741 shares of Common Stock held by him, the Trusts and 3K Limited. |
| (c) | Except as set forth in Item 4 of this Amendment No. 9 and in Amendment No. 8, the Reporting Person has not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Amendment No. 9. |
| (d) | Not Applicable. |
| (e) | Not Applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
“Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.” of the Schedule 13D is being amended by this Amendment No. 9 to add the following:
On December 10, 2024, 3K Limited and the Issuer entered into the Repurchase Agreement as described in Item 4 above and attached as Exhibit 99.5 hereto.
Item 7. Material to be filed as Exhibits.
“Item 7. Material to be filed as Exhibits.” of the Schedule 13D is being amended by this Amendment No. 9 to add the following exhibits:
| Exhibit Number* |
Description | |
| 99.5* |
Stock Repurchase Agreement, by and between Psychemedics Corporation and 3K Limited Partnership, dated December 10, 2024.
| |
* Filed as an exhibit herewith.
SCHEDULE 13D/A
| CUSIP NO. 744375205 | Page 5 of 5 |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 12, 2024
|
/s/ Peter H. Kamin | |
| Peter H. Kamin | |