UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
CESCA THERAPEUTICS INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
157131202
(CUSIP Number)
May 13, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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.
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CUSIP NO. 157131202
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13G
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSON
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S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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Carl Haefling
###-##-####
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(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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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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145,500 shares (1)
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6
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SHARED VOTING POWER
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124,450 shares (1)
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7
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SOLE DISPOSITIVE POWER
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145,500 shares (1)
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8
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SHARED DISPOSITIVE POWER
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124,450 shares (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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269,950 shares (2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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9.0% (2)
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12
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TYPE OF REPORTING PERSON*
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IN
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_____________________
(1) As of May 16, 2016 (i) 145,500 shares of Common Stock were held of record by Mr. Haefling, (ii) 118,450 shares of Common Stock were held of record jointly by Mr. Haefling and his spouse, and (iii) 6,000 shares of Common Stock were held of record by Mr. Haefling's spouse.
(2) Based on 3,008,649 shares of Common Stock issued and outstanding on May 10, 2016, as reported in the issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2016. On March 7, 2016, the issuer conducted a reverse split and recapitalized its existing debt, leading to an expansion in the number of outstanding shares. Prior to the reverse split, the conversion of warrants into stock and a private placement of stocks and bonds, Mr. Haefling owned less than 5% of the Common Stock of the issuer. Upon the disclosure by the issuer of the number of outstanding shares of Common Stock on May 13, 2016, Mr. Haefling realized that he had purchased enough shares of Common Stock that his ownership had exceeded 5% and filed this Schedule 13G accordingly.
Item 1.
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(a)
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Name of Issuer: Cesca Therapeutics Inc.
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(b)
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Address of Issuer's Principal Executive Offices:
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2711 Citrus Road
Rancho Cordova, California 95742
Item 2.
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(a)
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Name of Person Filing: Carl Haefling
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(b)
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Address of Principal Business Office or, if none, Residence:
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9615 Watch Hill Dr. NW
Bainbridge Island, Washington 98110
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(c)
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Citizenship: United States
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(d)
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Title of Class of Securities: Common Stock, par value $0.001 per share
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(e)
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CUSIP Number: 157131202
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Item 3.
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Filings pursuant to Rule 13d-1(b) or 13d-2(b)
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Not applicable.
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(a)
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Amount Beneficially Owned: 269,950 shares(1)
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(b)
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Percent of Class: 9.0%(2)
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(c)
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Number of Shares as to which Such Person has:
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(i) sole power to vote or to direct the vote: 145,500 shares(1)
(ii) shared power to vote or to direct the vote: 124,450 shares(1)
(iii) sole power to dispose or to direct the disposition of: 145,500 shares(1)
(iv) shared power to dispose or to direct the disposition of: 124,450 shares(1)
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(1) As of May 16, 2016 (i) 145,500 shares of Common Stock were held of record by Mr. Haefling, (ii) 118,450 shares of Common Stock were held of record jointly by Mr. Haefling and his spouse, and (iii) 6,000 shares of Common Stock were held of record by Mr. Haefling's spouse.
(2) Based on 3,008,649 shares of Common Stock issued and outstanding on May 10, 2016, as reported in the issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2016. On March 7, 2016, the issuer conducted a reverse split and recapitalized its existing debt, leading to an expansion in the number of outstanding shares. Prior to the reverse split, the conversion of warrants into stock and a private placement of stocks and bonds, Mr. Haefling owned less than 5% of the Common Stock of the issuer. Upon the disclosure by the issuer of the number of outstanding shares of Common Stock on May 13, 2016, Mr. Haefling realized that he had purchased enough shares of Common Stock that his ownership had exceeded 5% and filed this Schedule 13G accordingly.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person
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With respect to the beneficial ownership reported for Carl Haefling, 6,000 shares are held by Mr. Haefling's spouse, who has the right to receive or the power to direct the receipt of the proceeds from the sale of such shares.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
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DATED: May 18, 2016
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/s/ Carl Haefling |
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Carl Haefling |
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Page 5 of 5