SC 13D/A 1 tm2331060d1_sc13da.htm SC 13D/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D/A

(Amendment No. 5)*

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

 

Cutera, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share
(Title of Class of Securities)

 

232109108
(CUSIP Number)

 

Efrem Kamen
Pura Vida Investments, LLC
545 West 25th Street, 19th Floor
New York, New York 10001
646-757-2180

 

With a copy to:

 

Richard M. Brand
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
212-504-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

November 15, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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).

 

 

 

 

 

 

1

NAME OF REPORTING PERSON

Pura Vida Investments, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨  (b) x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States

Number of

shares

beneficially

owned by

each

reporting

person

with

 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,320,494*

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,320,494*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,320,494*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.62%**

14

TYPE OF REPORTING PERSON

IA

 

* Consists of 928,094 shares of Common Stock and 392,400 shares of Common Stock underlying options that are exercisable as of November 15, 2023.

 

** All percentage calculations set forth herein are based upon the aggregate of 19,943,875 shares of Common Stock outstanding as of August 5, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 9, 2023.

 

 

 

 

1

NAME OF REPORTING PERSON

Efrem Kamen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨  (b) x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

Number of

shares

beneficially

owned by

each

reporting

person

with

 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,320,494*

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,320,494*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,320,494*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.62%**

14

TYPE OF REPORTING PERSON

IN, HC

 

* Consists of 928,094 shares of Common Stock and 392,400 shares of Common Stock underlying options that are exercisable as of November 15, 2023.

 

** All percentage calculations set forth herein are based upon the aggregate of 19,943,875 shares of Common Stock outstanding as of August 5, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2023.

 

 

 

 

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) relates to the Schedule 13D filed with the SEC on April 13, 2023 by the Reporting Persons (“Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with the SEC on May 10, 2023 by the Reporting Persons, by Amendment No. 2 to Schedule 13D (“Amendment No. 2”) filed with the SEC on June 12, 2023 by the Reporting Persons, by Amendment No. 3 to Schedule 13D (“Amendment No. 3”) filed with the SEC on July 25, 2023 by the Reporting Persons, and by Amendment No. 4 to Schedule 13D (“Amendment No. 4”) filed with the SEC on July 31, 2023 by the Reporting Persons (such Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Initial 13D”), relating to the Common Stock of the Issuer. Except to the extent set forth in this Amendment No. 5, all information disclosed in the Initial 13D remains unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 5 have the meanings ascribed to them in the Initial 13D.

 

Percentage beneficial ownership reported herein is based on 19,943,875 shares of Common Stock outstanding as of August 5, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2023.

 

This Amendment No. 5 amends Items 3, 5, 6 and 7 as set forth below:

 

ITEM 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 of the Initial 13D is hereby amended and supplemented to add the following information:

 

The Reporting Persons purchased for the accounts of the Pura Vida Funds call options referencing 100,000 shares of Common Stock for aggregate consideration of $56,019.25 (net of commissions). In addition, on August 18, 2023, previously reported call options referencing an aggregate amount of 19,860 shares of Common Stock beneficially owned by the Reporting Persons expired unexercised.

 

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER

 

Item 5 of the Initial 13D is hereby amended and supplemented to add the following information:

 

(a), (b) The Reporting Persons each beneficially own an aggregate of 1,320,494 shares of Common Stock (the “Subject Shares”). The Subject Shares represent approximately 6.62% of the outstanding shares of Common Stock, based on 19,943,875 shares of Common Stock outstanding as of August 5, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2023.

 

(c) Exhibit 99.7 filed herewith, which is incorporated by reference into this Item 5(c) as if restated in full, describes the transactions in the Common Stock or derivatives relating to Common Stock that were effected by the Reporting Persons for the benefit of the Pura Vida Funds during the past sixty days. Except as set forth in Exhibit 99.7 filed herewith, no reportable transactions were effected by any Reporting Person during the past sixty days.

 

ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

The first paragraph of Item 6 is hereby amended and supplemented to add the following information:

 

The Reporting Persons acquired call options referencing 100,000 shares of Common Stock with an expiration date of November 17, 2023, representing approximately 0.50% of the total outstanding shares of Common Stock and having a weighted average strike price of $5.00 per share.

 

ITEM 7.MATERIAL TO BE FILED AS AN EXHIBIT

 

Item 7 is hereby amended and supplemented to add the following exhibit:

 

Exhibit 99.7 Trading Data

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: November 17, 2023

 

  PURA VIDA INVESTMENTS, LLC
   
  By: /s/ Efrem Kamen
    Name: Efrem Kamen
    Title: Managing Member
   
  EFREM KAMEN
   
  By: /s/ Efrem Kamen
    Name: Efrem Kamen

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit   Description
Exhibit 99.1   Joint Filing Agreement between Pura Vida Investments, LLC and Efrem Kamen*
     
Exhibit 99.2   Trading Data*
     
Exhibit 99.3   Cooperation Agreement by and between Cutera, Inc. and Pura Vida Investments, LLC, dated as of May 9, 2023*
     
Exhibit 99.4   Trading Data*
     
Exhibit 99.5   Trading Data*
     
Exhibit 99.6   Trading Data*
     
Exhibit 99.7   Trading Data

 

*Previously filed.