In re Jack W. Schuler

 
 UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101167 / September 25, 2024  
                                                               
ADMINISTRATIVE PROCEEDING 
File No. 3-22183 
 
 
 
In the Matter of 
 
Jack W. Schuler, 
 
Respondent. 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
 
 I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Jack W. Schuler (“Schuler” or 
“Respondent”).   
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 
matter of these proceedings, which are admitted, and except as provided herein in Section V, 
Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing 
a Cease-and-Desist Order (“Order”), as set forth below.   

 
 
 2 
 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Summary 
1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.   
2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 
person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 
class of equity security to file a statement with the Commission disclosing certain information and 
to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 
and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 
(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 
the company, but on a mechanical 5% ownership test.  
3. Section 16(a) of the Exchange Act and the rules promulgated thereunder require 
officers and directors of a company with a registered class of equity security, and any beneficial 
owners of greater than 10% of such class, to file certain reports of securities holdings and 
transactions.  Section 16(a) was motivated by a belief that “the most potent weapon against the 
abuse of inside information is full and prompt publicity” and by a desire “to give investors an idea 
of the purchases and sales by insiders which may in turn indicate their private opinion as to 
prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this informational 
purpose, the obligation to file applies irrespective of profits or the filer’s reasons for engaging in the 
transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing regulations 
accelerated the reporting deadline for most transactions to two business days and mandated that all 
reports be filed electronically on EDGAR to facilitate rapid dissemination to the public. 
4. While subject to these reporting requirements, Respondent violated Section 13(d) by 
failing to timely file required amendments with respect to Respondent’s beneficial ownership of the 
registered common stock of Accelerate Diagnostics, Inc. (“Accelerate”), Biodesix, Inc. 
(“Biodesix”), Biolase, Inc. (“Biolase”), Soleno Therapeutics, Inc. (“Soleno”), and Yield10 
Bioscience, Inc. (“Yield10”), and violated Section 16(a) by failing to timely file multiple reports 
of transactions in Aspira Women’s Health Inc.’s (“Aspira”), Biolase’s, Soleno’s, and Yield10’s 
securities. 
Respondent 
5. Schuler, 83, is a resident of Lake Bluff, Illinois.  He was subject at all relevant times 
to Section 13(d) of the Exchange Act as an acquirer of greater than 5% beneficial ownership of 
                                                 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 
any other person or entity in this or any other proceeding. 

 
 
 3 
 
registered classes of securities of Accelerate, Aspira, Biodesix, Biolase, Soleno, Yield10, and was 
subject at all relevant times to Section 16(a) of the Exchange Act as a director and greater than 10% 
beneficial owner of Accelerate and Biodesix and as a greater than 10% beneficial owner of Aspira, 
Biolase, Soleno, and Yield10.  Schuler’s principal business is investing in healthcare industry 
securities for his own accounts, including the Jack W. Schuler Living Trust (the “Trust”) for which 
he has served as the sole trustee, and for the accounts of a foundation (the “Foundation”) that he 
controls. 
Issuers 
6. Accelerate is a Delaware corporation with its principal place of business in 
Arizona.  Accelerate’s common stock is and has been at all relevant times registered with the 
Commission under Section 12 of the Exchange Act and trades on the NASDAQ stock market 
(ticker: AXDX).  As of April 2012, Schuler became subject to the reporting requirements of 
Sections 13(d) and 16(a) after acquiring greater than 10% beneficial ownership of Accelerate’s 
registered class of common stock, and he remains subject to such requirements.  Schuler most 
recently reported beneficial ownership of approximately 45.4% on a Schedule 13D amendment filed 
on May 23, 2024.  Schuler has also served a director of Accelerate since June 26, 2012. 
7. Aspira (formerly known as Vemillion, Inc.) is a Delaware corporation with its 
principal place of business in Texas.  Aspira’s common stock is and has been at all relevant times 
registered with the Commission under Section 12 of the Exchange Act and trades on the NASDAQ 
stock market (ticker: AWH).  As of May 2013, Schuler became subject to the reporting 
requirements of Sections 13(d) and 16(a) after acquiring greater than 10% beneficial ownership of 
Aspira’s registered class of common stock in connection with a private placement agreement with 
the issuer, and he remains subject to such reporting requirements.  Schuler most recently reported 
beneficial ownership of approximately 14% on a Schedule 13D amendment filed on July 11, 2024. 
8. Biodesix is a Delaware corporation with its principal place of business in Colorado.  
Biodesix’s common stock has been registered with the Commission under Section 12 of the 
Exchange Act since its registration statement in connection with its initial public offering (“IPO”) 
became effective October 27, 2020, and its common stock trades on the NASDAQ stock market 
(ticker: BDSX).  In connection with the closing of the IPO, Schuler became subject to the reporting 
requirements of Sections 13(d) and 16(a) as an acquiror of beneficial ownership of more than 10% 
of Biodesix’s registered class of common stock and as a director of Biodesix, and he remains 
subject to such requirements.  Schuler most recently reported beneficial ownership of approximately 
21.4% on a Schedule 13D amendment filed on May 23, 2024. 
9. Biolase is a Delaware corporation with its principal place of business in California.  
Biolase’s common stock is and has been at all relevant times registered with the Commission under 
Section 12 of the Exchange Act and was traded on the NASDAQ stock market (ticker: BIOL) until 
it was delisted by NASDAQ on June 20, 2024.  Its common stock is currently quoted on OTC 
Markets under the same ticker.  Schuler became subject to the reporting requirements of Section 
13(d) since acquiring beneficial ownership of more than 5% of Biolase’s registered class of 

 
 
 4 
 
common stock as of July 2014, and remained as such until at least January 2021.  Schuler became 
subject to the reporting requirements of Section 16(a) as a greater than 10% beneficial owner as of 
November 3, 2014, and remained as such until at least December 2020. 
10. Soleno is a Delaware corporation with its principal place of business in California.  
Soleno’s common stock is and has been at all relevant times registered with the Commission under 
Section 12 of the Exchange Act and trades on the NASDAQ stock market (ticker: SLNO).  As of 
December 2017, Schuler became subject to the reporting requirements of Sections 13(d) and 16(a) 
after acquiring greater than 10% beneficial ownership of Soleno’s registered class of common stock 
in connection with a private placement agreement with the issuer.  Schuler remained subject to 
Section 16(a) as a greater than 10% beneficial owner until at least December 9, 2022, and he 
remained subject to Section 13(d) as a greater than 5% beneficial owner until at least May 24, 2023. 
11. Yield10 (formerly known as Metabolix, Inc.) is a Delaware corporation with its 
principal place of business in Massachusetts.  Yield10’s common stock is and has been at all 
relevant times registered with the Commission under Section 12 of the Exchange Act and trades on 
the NASDAQ stock market (ticker: YTEN).  Schuler is and has been subject to the reporting 
requirements of Section 13(d) since acquiring beneficial ownership of more than 5% of Yield10’s 
registered class of common stock as of September 14, 2011, and is and has been subject to the 
reporting requirements of Section 16(a) as a greater than 10% beneficial owner as of January 13, 
2012.  Schuler most recently reported beneficial ownership of approximately 16.4% on a Schedule 
13D amendment filed on May 23, 2024. 
 
Applicable Legal Framework 
12. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) together require any person, 
including a group, who has acquired beneficial ownership of more than 5% of a class of equity 
security registered under Section 12 of the Exchange Act to publicly file a Schedule 13D disclosure 
statement with the Commission, which includes, among other things, the identity of the beneficial 
owner, the amount of beneficial ownership, and plans or proposals regarding the issuer.  During the 
time period herein, Rule 13d-1(a) required the Schedule 13D to be filed, within 10 days
2
 after the 
triggering acquisition.  
                                                 
2
  On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership 
reporting under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  
Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 
(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 
statement on Schedule 13D from 10 days to 5 business days.  Id. at 76897, 76906.  Compliance with this new 
deadline is required as of February 5, 2024.  See id. at 76942.  
  
 

 
 
 5 
 
13. During the time period herein, Section 13(d)(2) of the Exchange Act and Rule 13d-
2(a) thereunder required a filer to amend a Schedule 13D promptly
3
 as material changes occur in 
disclosures previously made, including but not limited to, any material increase or decrease in the 
percentage of the class beneficially owned.  An acquisition or disposition of beneficial ownership of 
securities in an amount equal to 1% or more of the class of securities is deemed material for 
purposes of Rule 13d-2.  Under the standard applicable during the time period herein, any delay in 
filing beyond the date the filing reasonably can be made may not be prompt.
4
   
14. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 
beneficial owner of a security includes “any person who, directly or indirectly, through any 
contract, arrangement, understanding, relationship or otherwise” has or shares voting or 
investment power with respect to such security.  More than one person may be a beneficial 
owner of the same securities. 
15. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 
every person who is the beneficial owner of more than 10% of any class of any equity security 
registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 
any such security (collectively, “insiders”).  For purposes of determining status as a greater than 
10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 
owner under Section 13(d) of the Exchange Act and the rules thereunder, subject to limited 
exceptions.   
16. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 
statements of holdings on Form 3 and keep this information current by reporting transactions on 
Forms 4 and 5.  Specifically, within 10 days after becoming an insider, or on or before the effective 
date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 
disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 
indirect pecuniary interest.
5
  To keep this information current, insiders must file Form 4 reports 
disclosing transactions resulting in a change in beneficial ownership within two business days 
following the execution date of the transaction, except for limited types of transactions eligible for 
deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 
securities, exercises and conversions of derivative securities, and grants or awards of securities from 
the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 
                                                 
3
  The 2023 Amendments created a bright-line rule that replaces “promptly” with a two-business day 
requirement.  Id. at 76897, 76921.  Compliance is required as of February 5, 2024.  See id. at 76942. 
 
4
  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 
1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   
5
  Pecuniary interest is defined in Exchange Act Rule 16a-1(a)(2)(i) as “the opportunity, directly or indirectly, 
to profit or share in any profit derived from a transaction in the subject securities.”  Under Exchange Act Rule 16a-
1(a)(2)(ii), the term indirect pecuniary interest is defined to include securities held in trusts for the benefit of a 
member of a person’s immediate family for which the person serves as a trustee and securities held by members of a 
person’s immediate family sharing the same household. 
 

 
 
 6 
 
fiscal year-end to report any transactions or holdings that should have been, but were not, reported 
on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 
eligible for deferred reporting (unless the insider has previously reported all such transactions).   
17. There is no state of mind requirement for violations of Section 16(a) and 13(d) 
and the rules thereunder.
6
  The failure to timely file a required report, even if inadvertent, 
constitutes a violation.
7
     
Respondent Failed to File Required Section 16(a) Reports on a Timely Basis 
18. Since becoming subject to the reporting requirements of Exchange Act Section 
16(a) with respect to Aspira in May 2013, Biolase in November 2014, Soleno in December 2017, 
and Yield10 in January 2012,
8
 Respondent failed to file on a timely basis multiple required Section 
16(a) reports with the Commission, including to report transactions he executed on behalf of the 
Trust on the following dates that were required to be reported on Form 4 within two business days:   
Issuer Form Type Date of Trans. Due Date Date Filed 
Yield10 4 3/14/2019 3/18/2019 6/5/2019 
Soleno 4 10/25/2019 10/29/2019 6/26/2020 
Yield10 4 11/14/2019 11/18/2019 1/30/2020 
Yield10 4 1/15/2020 1/17/2020 1/30/2020 
Biolase 4 2/11/2020 2/13/2020 5/15/2020 
                                                 
6
   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“Indeed, the plain language of 
section 13(d)(1) gives no hint that intentional conduct need be found, but rather, appears to place a simple and 
affirmative duty of reporting on certain persons.  The legislative history confirms that Congress was concerned with 
providing disclosure to investors, and not merely with protecting them from fraudulent conduct”); SEC v. e-Smart 
Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to establish a violation of Section 
16(a) of the Exchange Act). 
7
   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 
(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation”); see generally Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) 
(Commission opinion) (“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to 
whether violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); Mandated 
Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 
25788, 25792 (May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one 
business day late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date 
violates Section 16(a)”) (emphasis added). 
8
  For purposes of determining status as a greater than 10% beneficial owner under Section 16(a), at all 
relevant times, Respondent has had beneficial ownership of securities held directly and of securities held by the 
Trust and the Foundation.  For purposes of reporting holdings and transactions under Section 16(a), at all relevant 
times, Respondent has had an obligation to report such securities to the extent of his direct or indirect pecuniary 
interest therein, which included his indirect pecuniary interest in the securities held by the Trust.   

 
 
 7 
 
Issuer Form Type Date of Trans. Due Date Date Filed 
Yield10 4 8/26/2020 8/28/2020 8/31/2020 
Soleno 4 12/7/2020 12/9/2020 8/3/2021 
Soleno 4 12/8/2020 12/10/2020 8/3/2021 
Soleno 4 12/30/2020 1/4/2021 8/3/2021 
Soleno 4 12/31/2020 1/5/2021 8/3/2021 
Soleno 4 1/4/2021 1/6/2021 8/3/2021 
Soleno 4 1/19/2021 1/22/2021 8/3/2021 
Soleno 4 1/20/2021 1/22/2021 8/3/2021 
Soleno 4 1/21/2021 1/25/2021 8/3/2021 
Soleno 4 1/22/2021 1/26/2021 8/3/2021 
Soleno 4 1/25/2021 1/27/2021 8/3/2021 
Soleno 4 1/26/2021 1/28/2021 8/3/2021 
Soleno 4 1/27/2021 1/29/2021 8/3/2021 
Soleno 4 2/18/2021 2/22/2021 8/3/2021 
Soleno 4 2/25/2021 3/1/2021 8/3/2021 
Soleno 4 4/8/2021 4/12/2021 8/3/2021 
Soleno 4 4/9/2021 4/13/2021 8/3/2021 
Soleno 4 4/28/2021 4/30/2021 8/3/2021 
Soleno 4 4/30/2021 5/4/2021 8/3/2021 
Soleno 4 5/5/2021 5/7/2021 8/3/2021 
Soleno 4 5/18/2021 5/20/2021 8/3/2021 
Soleno 4 8/2/2022 8/4/2022 10/14/2022 
Soleno 4 8/3/2022 8/5/2022 10/14/2022 
Soleno 4 8/4/2022 8/8/2022 10/14/2022 
Soleno 4 8/5/2022 8/9/2022 10/14/2022 
Soleno 4 8/8/2022 8/10/2022 10/14/2022 
Soleno 4 8/10/2022 8/12/2022 10/14/2022 
Soleno 4 8/11/2022 8/15/2022 10/14/2022 
Soleno 4 8/12/2022 8/16/2022 10/14/2022 

 
 
 8 
 
Issuer Form Type Date of Trans. Due Date Date Filed 
Soleno 4 8/15/2022 8/17/2022 10/14/2022 
Soleno 4 8/16/2022 8/18/2022 10/14/2022 
Soleno 4 8/17/2022 8/19/2022 10/14/2022 
Soleno 4 8/18/2022 8/22/2022 10/14/2022 
Soleno 4 8/19/2022 8/23/2022 10/14/2022 
Soleno 4 8/22/2022 8/24/2022 10/14/2022 
Soleno 4 8/23/2022 8/25/2022 10/14/2022 
Soleno 4 8/24/2022 8/26/2022 10/14/2022 
Soleno 4 8/25/2022 8/29/2022 10/14/2022 
Soleno 4 8/26/2022 8/30/2022 10/14/2022 
Yield10 4 10/6/2022 10/11/2022 5/9/2023 
Yield10 4 10/7/2022 10/12/2022 5/9/2023 
Yield10 4 10/11/2022 10/13/2022 5/9/2023 
Yield10 4 10/12/2022 10/14/2022 5/9/2023 
Soleno 4 10/13/2022 10/17/2022 5/15/2023 
Yield10 4 10/13/2022 10/17/2022 5/9/2023 
Yield10 4 10/14/2022 10/18/2022 5/9/2023 
Yield10 4 10/17/2022 10/19/2022 5/9/2023 
Yield10 4 10/18/2022 10/20/2022 5/9/2023 
Yield10 4 10/19/2022 10/21/2022 5/9/2023 
Yield10 4 10/20/2022 10/24/2022 5/9/2023 
Yield10 4 10/21/2022 10/25/2022 5/9/2023 
Yield10 4 10/24/2022 10/26/2022 5/9/2023 
Yield10 4 10/25/2022 10/27/2022 5/9/2023 
Soleno 4 10/26/2022 10/28/2022 5/15/2023 
Yield10 4 10/26/2022 10/28/2022 5/9/2023 
Soleno 4 10/27/2022 10/31/2022 5/15/2023 
Yield10 4 10/27/2022 10/31/2022 5/9/2023 
Soleno 4 10/28/2022 11/1/2022 5/15/2023 

 
 
 9 
 
Issuer Form Type Date of Trans. Due Date Date Filed 
Yield10 4 10/28/2022 11/1/2022 5/9/2023 
Soleno 4 10/31/2022 11/2/2022 5/15/2023 
Yield10 4 10/31/2022 11/2/2022 5/9/2023 
Soleno 4 11/1/2022 11/3/2022 5/15/2023 
Yield10 4 11/1/2022 11/3/2022 5/9/2023 
Soleno 4 11/2/2022 11/4/2022 5/15/2023 
Yield10 4 11/2/2022 11/4/2022 5/9/2023 
Soleno 4 11/3/2022 11/7/2022 5/15/2023 
Soleno 4 11/4/2022 11/8/2022 5/15/2023 
Yield10 4 11/4/2022 11/8/2022 5/9/2023 
Soleno 4 11/7/2022 11/9/2022 5/15/2023 
Yield10 4 11/7/2022 11/9/2022 5/9/2023 
Soleno 4 11/8/2022 11/10/2022 5/15/2023 
Yield10 4 11/8/2022 11/10/2022 5/9/2023 
Soleno 4 11/9/2022 11/14/2022 5/15/2023 
Yield10 4 11/9/2022 11/14/2022 5/9/2023 
Soleno 4 11/14/2022 11/16/2022 5/15/2023 
Yield10 4 11/14/2022 11/16/2022 5/9/2023 
Soleno 4 11/15/2022 11/17/2022 5/15/2023 
Yield10 4 11/15/2022 11/17/2022 5/9/2023 
Soleno 4 11/16/2022 11/18/2022 5/15/2023 
Soleno 4 11/17/2022 11/21/2022 5/15/2023 
Soleno 4 11/18/2022 11/22/2022 5/15/2023 
Soleno 4 11/21/2022 11/23/2022 5/15/2023 
Soleno 4 11/22/2022 11/25/2022 5/15/2023 
Soleno 4 11/23/2022 11/28/2022 5/15/2023 
Soleno 4 11/25/2022 11/29/2022 5/15/2023 
Soleno 4 11/28/2022 11/30/2022 5/15/2023 
Yield10 4 11/28/2022 11/30/2022 5/9/2023 

 
 
 10 
 
Issuer Form Type Date of Trans. Due Date Date Filed 
Soleno 4 11/29/2022 12/1/2022 5/15/2023 
Yield10 4 11/29/2022 12/1/2022 5/9/2023 
Soleno 4 11/30/2022 12/2/2022 5/15/2023 
Yield10 4 11/30/2022 12/2/2022 5/9/2023 
Soleno 4 12/1/2022 12/5/2022 5/15/2023 
Yield10 4 12/1/2022 11/5/2022 5/9/2023 
Soleno 4 12/2/2022 12/6/2022 5/15/2023 
Yield10 4 12/2/2022 12/6/2022 5/9/2023 
Soleno 4 12/5/2022 12/7/2022 5/15/2023 
Yield10 4 12/5/2022 12/7/2022 5/9/2023 
Soleno 4 12/6/2022 12/8/2022 5/15/2023 
Yield10 4 12/6/2022 12/8/2022 5/9/2023 
Soleno 4 12/7/2022 12/9/2022 5/15/2023 
Yield10 4 12/7/2022 12/9/2022 5/9/2023 
Soleno 4 12/8/2022 12/12/2022 5/15/2023 
Yield10 4 12/8/2022 12/12/2022 5/9/2023 
Soleno 4 12/9/2022 12/13/2022 5/15/2023 
Yield10 4 12/9/2022 12/13/2022 5/9/2023 
Yield10 4 12/12/2022 12/14/2022 5/9/2023 
Yield10 4 12/13/2022 12/15/2022 5/9/2023 
Yield10 4 12/14/2022 12/16/2022 5/9/2023 
Yield10 4 12/15/2022 12/19/2022 5/9/2023 
Yield10 4 12/16/2022 12/20/2022 5/9/2023 
Yield10 4 12/19/2022 12/21/2022 5/9/2023 
Yield10 4 12/20/2022 12/22/2022 5/9/2023 
Yield10 4 8/15/2023 8/17/2023 10/10/2023 
Yield10 4 12/20/2023 12/22/2023 5/17/2024 
Aspira 4 1/26/2024 1/30/2024 6/18/2024 
 

 
 
 11 
 
19. With respect to Soleno, Respondent’s late-reported transactions primarily involved 
purchases from the issuer and open-market sales.   Among others, Respondent purchased 
approximately $2 million of common stock, equivalent to over 5% of Soleno’s class of common 
stock, in a public offering by the issuer on October 25, 2019, which was not reported until June 26, 
2020—eight months late.  Respondent also had open-market sales from December 7, 2020 to May 
18, 2021, with aggregate gross proceeds of more than $2.8 million, none of which were reported 
until August 3, 2021; and additional open-market sales from August 2, 2022 to August 26, 2022, 
with aggregate gross proceeds of more than $480,000, none of which were reported until October 
14, 2022.  In addition, Respondent had further open-market sales from October 13, 2022 to 
December 9, 2022, with aggregate gross proceeds of more than $470,000, that Respondent did not 
report on Form 4 until after the Commission’s enforcement staff contacted him in early 2023 
regarding his filings.  Respondent also failed to file required Forms 5 to report transactions in 
Soleno’s securities that should have been reported on Forms 4 during Soleno’s fiscal years 2019, 
2020, 2021, and 2022, but were not.   
20. With respect to Yield10, Respondent’s late-reported transactions primarily also 
involved purchases from the issuer and open-market sales.  Among others, Respondent purchased 
securities from the issuer on March 14, 2019 for more than $660,000 and on November 14, 2019 for 
more than $3.1 million, each of which was reported approximately two months late.  Respondent 
also had substantial open-market sales between October 6, 2022 and December 20, 2022, 
representing a disposition of more than 25% of his holdings of Yield10 common stock with 
aggregate gross proceeds of more than $600,000, that Respondent did not report on Form 4 until 
after the Commission’s enforcement staff contacted him regarding his filings in early 2023.  
Thereafter, Respondent was also late in reporting purchases of Yield10 securities in an offering by 
the issuer on August 15, 2023 for approximately $500,000, which he reported nearly two months 
late, and an open-market sale of Yield10 common stock on December 20, 2023, which he reported 
nearly five months late.  Respondent also failed to file required Forms 5 to report transactions that 
should have been reported on Forms 4 during Yield10’s fiscal years 2022 and 2023, but were 
not. 
21. With respect to Biolase, on February 11, 2020, Respondent sold more than 60% of 
the Biolase common stock in which Respondent had a pecuniary interest for aggregate gross 
proceeds of more than $780,000, which he reported approximately three months late. 
22. With respect to Aspira, Respondent purchased securities from the issuer in a private 
placement on January 26, 2024, which he reported nearly five months late. 
23. As a result of the conduct described above, Respondent violated Section 16(a) of 
the Exchange Act and Rule 16a-3 thereunder.   

 
 
 12 
 
Respondent Failed to Timely File Schedule 13D Amendments 
24. At all relevant times, Respondent was subject to the reporting requirements of 
Exchange Act Section 13(d) as an acquiror of beneficial ownership of more than 5% of a 
registered class of equity securities of Accelerate, Biodesix, Biolase, Soleno, and Yield10.
9
 
25. Respondent failed to timely file multiple amendments required as a result of 
material changes to the information set forth previously on his Schedule 13D with respect to 
Accelerate, including: 
• Respondent’s acquisitions of beneficial ownership during the following periods, 
each of which constituted an acquisition of more than 1% of Acclerate’s 
outstanding class of common stock, and none of which was reflected in an 
amendment until October 5, 2021:  (i) purchases on behalf of the Foundation and 
the Trust between January 31, 2019 and March 31, 2020; (ii) purchases on behalf 
of the Trust between April 20, 2020 and June 5, 2020; and (iii) purchases on 
behalf the Trust between June 5, 2020 and June 15, 2020 
• Respondent’s dispositions of beneficial ownership on the following dates, each of 
which constituted a disposition of beneficial ownership of more than 1% of 
Accelerate’s outstanding class of common stock, none of which were reflected in 
an amendment until October 5, 2021:  (i) on January 23, 2019 by gift of common 
stock from the Foundation to other entities for which Respondent did not have 
investment or voting power; (ii) by March 2020 by Respondent ceasing as a 
manager of certain trusts; (iii) on April 14, 2020 by gift of common stock from 
the Foundation to other entities for which Respondent did not have investment or 
voting power; and (iv) on September 15, 2021 by gift of securities from the 
Foundation to other entities for which Respondent did not have investment or 
voting power; 
• Respondent’s entry into an exchange agreement with Accelerate on August 15, 
2022 on behalf of the Trust, which included the issuance of warrants to the Trust 
that became exercisable on February 15, 2023, which was not reflected in an 
amendment until June 8, 2023, and which constituted an acquisition of beneficial 
ownership by Respondent equivalent to more than 1% of Accelerate’s outstanding 
class of common stock; and 
• Respondent’s entry into an agreement with Accelerate on January 23, 2024 for the 
Trust to purchase common stock and immediately exercisable warrants, the first 
tranche of which was issued on that date, constituting an acquisition of beneficial 
ownership by Respondent equivalent to more than 9% of Accelerate’s outstanding 
                                                 
9
 At all relevant times, Respondent had beneficial ownership under the standards set forth in Rule 13d-3 of, among 
others, securities held by the Trust and the Foundation because he had sole or shared investment and/or voting 
discretion over such securities.     

 
 
 13 
 
class of common stock, and which was not reflected in an amendment until May 
23, 2024. 
26. Respondent also failed to timely file multiple amendments required as a result of 
material changes to the information set forth previously on his Schedule 13D with respect to 
Soleno, including: 
• Respondent’s acquisitions of beneficial ownership of Soleno shares, each of 
which constituted more than 1% of the class of outstanding Soleno common stock 
during the following periods, and none of which was reflected in an amendment 
until July 17, 2020:  (i) open-market purchases on behalf of the Foundation 
between March 21, 2019 and March 26, 2019; (ii) open-market purchases on 
behalf of the Foundation between March 27, 2019 and April 5, 2019; (iii) open-
market purchases on behalf of the Foundation between April 8, 2019 and May 20, 
2019, together with purchases on behalf of the Trust and the Foundation on 
October 25, 2019 in an offering by the issuer; and (iv) purchases on behalf of the 
Trust and the Foundation on June 26, 2020; 
• Respondent’s dispositions of beneficial ownership of Soleno shares, each of 
which constituted more than 1% of the class of outstanding Soleno common stock 
during the following periods, and none of which was reflected in an amendment 
until April 5, 2022:  (i) open-market sales on behalf of the Trust and the 
Foundation between December 7, 2020 and February 18, 2021; and (ii) open-
market sales on behalf of the Trust and the Foundation between February 22, 
2021 and at least April 9, 2021; and 
• Respondent’s dispositions of beneficial ownership through open-market sales of 
Soleno common stock, each of which constituted a disposition of more than 1% of 
the class of outstanding common stock during the following periods:  (i) open-
market sales on behalf of the Trust between October 13, 2022 and November 4, 
2022; (ii) open-market sales on behalf of the Trust between November 7, 2022 
and November 16, 2022; (iii) open-market sales on behalf of the Trust between 
November 17, 2022 and November 25, 2022; (iv) open-market sales on behalf of 
the Trust between November 28, 2022 and December 7, 2022; (v) open-market 
sales on behalf of the Trust and the Foundation between December 8, 2022 and 
February 17, 2023; and (vi) open market sales on behalf the Foundation between 
February 21, 2023 and February 28, 2023.  Respondent failed to reflect any of 
these dispositions in an amendment until May 26, 2023—after the Commission’s 
enforcement staff had contacted him regarding his filings, and by which time 
Respondent’s beneficial ownership had declined from approximately 17.5% as 
reflected in the last-filed amendment on April 5, 2022 down to less than 5% as of 
the May 26, 2023 amendment following additional sales on behalf of the 
Foundation between May 9, 2023 and May 24, 2023. 

 
 
 14 
 
27. Respondent similarly failed to timely file multiple amendments required as a 
result of material changes to the information set forth previously on his Schedule 13D with 
respect to Yield10, including: 
• Respondent’s acquisitions on behalf of the Trust through, among other things, a 
purchase agreement with Yield10 on March 14, 2019, which constituted an 
acquisition of beneficial ownership of more than 1% of the outstanding class of 
Yield10 common stock and which was not reflected in an amendment until June 
26, 2019; 
• Respondent’s acquisitions on behalf of the Trust through a purchase agreement 
with Yield 10 on November 14, 2019, which was not reflected in an amendment 
until February 6, 2020, and which resulted in Respondent’s beneficial ownership 
increasing to approximately 77.4%, compared to the approximately 47% reported 
in his last-filed amendment on March 14, 2019; 
• Respondent’s dispositions of beneficial ownership through open-market sales of 
Yield10 common stock on behalf of the Trust, each of which constituted a 
disposition of more than 1% of the class of outstanding Yield10 common stock 
during the following periods, and none of which was reflected in an amendment 
until May 26, 2023—after the Commission’s enforcement staff had contacted him 
regarding his filings:  (i) between October 6, 2022 and October 18, 2022; 
(ii) between October 19, 2022 and October 28, 2022; (iii) between October 31, 
2022 and December 2, 2022; and (iv) between December 5, 2022 and December 
14, 2022; and 
• Respondent’s acquisition of beneficial ownership through a purchase agreement 
with Yield10 on August 15, 2023 on behalf of the Trust, which was not reflected 
in an amendment until October 11, 2023, and which constituted an acquisition of 
beneficial ownership equivalent to more than 12% of Yield10’s outstanding class 
of common stock following the share issuance. 
28. Respondent also failed to timely file amendments required as a result of material 
changes to the information set forth previously on his Schedules 13D with respect to Biodesix 
and Biolase, including: 
• Respondent’s acquisitions of beneficial ownership of Biodesix shares through 
open-market purchases between August 13, 2021 and August 19, 2021, which 
constituted more than 1% of the class of outstanding Biodesix common stock, 
which was not reflected in an amendment until January 4, 2022; 
• Respondent’s acquisitions of beneficial ownership through purchases on behalf of 
the Foundation in a public offering of securities by Biolase on July 22, 2020, 
which constituted an acquisition of beneficial ownership equivalent to more than 

 
 
 15 
 
7% of Biolase’s outstanding class of common stock, and which was not reflected 
in an amendment until July 2, 2021; and 
• Respondent’s dispositions of beneficial ownership through open-market sales of 
Biolase common stock, each of which constituted a disposition of more than 1% 
of the class of outstanding common stock during the following periods: (i) open-
market sales on behalf of the Foundation between November 27, 2020 and 
December 2, 2020; (ii) open-market sales on behalf of the Foundation and Trust 
between December 4, 2020 and December 8, 2020; (iii) open-market sales on 
behalf of the Foundation between December 18, 2020 and December 23, 2020; 
(iv) open-market sales on behalf of the Foundation between December 28, 2020 
and December 29, 2020; (v) open-market sales on behalf of the Foundation on 
January 14, 2021; and (vi) open-market sales on behalf of the Foundation on 
January 20, 2021.  Respondent failed to reflect any of these dispositions in an 
amendment until July 2, 2021, by which time Respondent’s beneficial ownership 
had declined from approximately 16.2% as reflected in his last-filed amendment 
on June 12, 2020 down to less than 5% as of the July 2, 2021 amendment. 
29. As a result of the conduct described above, Respondent violated Section 13(d) of 
the Exchange Act and Rule 13d-2 thereunder.  
Respondent’s Remedial Efforts 
30.  In determining to accept Respondent’s Offer, the Commission considered certain 
remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 Accordingly, it is hereby ORDERED that: 
 A. Pursuant to Section 21C of the Exchange Act, Respondent Schuler cease and desist 
from committing or causing any violations and any future violations of Sections 13(d) and 16(a) of 
the Exchange Act and Rules 13d-2 and 16a-3 promulgated thereunder.   
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $200,000 to the Securities and Exchange Commission, for transfer to 
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  
Payment must be made in one of the following ways:   
(1)  Respondent may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request;  

 
 
 16 
 
 
(2)  Respondent may make direct payment from a bank account via Pay.gov through 
the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3)  Respondent may pay by certified check, bank cashier’s check, or United States 
postal money order, made payable to the Securities and Exchange Commission and hand-
delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Jack W. Schuler as a Respondent in these proceedings, and the file number of these proceedings; 
a copy of the cover letter and check or money order must be sent to Thomas Smith, Associate 
Regional Director, Division of Enforcement, Securities and Exchange Commission, 100 Pearl 
Street, Suite 20-100, New York, NY 10004.   
C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 
the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 

 
 
 17 
 
V. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 
admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 
penalty or other amounts due by Respondent under this Order or any other judgment, order, 
consent order, decree or settlement agreement entered in connection with this proceeding, is a 
debt for the violation by Respondent of the federal securities laws or any regulation or order 
issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 
§ 523(a)(19). 
 
 By the Commission. 
 
 
 
       Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 

 Before the 

   SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101167 / September 25, 2024  

                                                               

ADMINISTRATIVE PROCEEDING 

File No. 3-22183 

 

 

 

In the Matter of 

 

Jack W. Schuler, 

 

Respondent. 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

 

 I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 

Securities Exchange Act of 1934 (“Exchange Act”), against Jack W. Schuler (“Schuler” or 

“Respondent”).   

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 

matter of these proceedings, which are admitted, and except as provided herein in Section V, 

Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 

Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing 

a Cease-and-Desist Order (“Order”), as set forth below.   



 
 

 2 

 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Summary 

1. These proceedings arise out of violations of the beneficial ownership reporting 

requirements of the federal securities laws.   

2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 

person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 

class of equity security to file a statement with the Commission disclosing certain information and 

to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 

and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 

(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 

the company, but on a mechanical 5% ownership test.  

3. Section 16(a) of the Exchange Act and the rules promulgated thereunder require 

officers and directors of a company with a registered class of equity security, and any beneficial 

owners of greater than 10% of such class, to file certain reports of securities holdings and 

transactions.  Section 16(a) was motivated by a belief that “the most potent weapon against the 

abuse of inside information is full and prompt publicity” and by a desire “to give investors an idea 

of the purchases and sales by insiders which may in turn indicate their private opinion as to 

prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this informational 

purpose, the obligation to file applies irrespective of profits or the filer’s reasons for engaging in the 

transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing regulations 

accelerated the reporting deadline for most transactions to two business days and mandated that all 

reports be filed electronically on EDGAR to facilitate rapid dissemination to the public. 

4. While subject to these reporting requirements, Respondent violated Section 13(d) by 

failing to timely file required amendments with respect to Respondent’s beneficial ownership of the 

registered common stock of Accelerate Diagnostics, Inc. (“Accelerate”), Biodesix, Inc. 

(“Biodesix”), Biolase, Inc. (“Biolase”), Soleno Therapeutics, Inc. (“Soleno”), and Yield10 

Bioscience, Inc. (“Yield10”), and violated Section 16(a) by failing to timely file multiple reports 

of transactions in Aspira Women’s Health Inc.’s (“Aspira”), Biolase’s, Soleno’s, and Yield10’s 

securities. 

Respondent 

5. Schuler, 83, is a resident of Lake Bluff, Illinois.  He was subject at all relevant times 

to Section 13(d) of the Exchange Act as an acquirer of greater than 5% beneficial ownership of 

                                                 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 

any other person or entity in this or any other proceeding. 



 
 

 3 

 

registered classes of securities of Accelerate, Aspira, Biodesix, Biolase, Soleno, Yield10, and was 

subject at all relevant times to Section 16(a) of the Exchange Act as a director and greater than 10% 

beneficial owner of Accelerate and Biodesix and as a greater than 10% beneficial owner of Aspira, 

Biolase, Soleno, and Yield10.  Schuler’s principal business is investing in healthcare industry 

securities for his own accounts, including the Jack W. Schuler Living Trust (the “Trust”) for which 

he has served as the sole trustee, and for the accounts of a foundation (the “Foundation”) that he 

controls. 

Issuers 

6. Accelerate is a Delaware corporation with its principal place of business in 

Arizona.  Accelerate’s common stock is and has been at all relevant times registered with the 

Commission under Section 12 of the Exchange Act and trades on the NASDAQ stock market 

(ticker: AXDX).  As of April 2012, Schuler became subject to the reporting requirements of 

Sections 13(d) and 16(a) after acquiring greater than 10% beneficial ownership of Accelerate’s 

registered class of common stock, and he remains subject to such requirements.  Schuler most 

recently reported beneficial ownership of approximately 45.4% on a Schedule 13D amendment filed 

on May 23, 2024.  Schuler has also served a director of Accelerate since June 26, 2012. 

7. Aspira (formerly known as Vemillion, Inc.) is a Delaware corporation with its 

principal place of business in Texas.  Aspira’s common stock is and has been at all relevant times 

registered with the Commission under Section 12 of the Exchange Act and trades on the NASDAQ 

stock market (ticker: AWH).  As of May 2013, Schuler became subject to the reporting 

requirements of Sections 13(d) and 16(a) after acquiring greater than 10% beneficial ownership of 

Aspira’s registered class of common stock in connection with a private placement agreement with 

the issuer, and he remains subject to such reporting requirements.  Schuler most recently reported 

beneficial ownership of approximately 14% on a Schedule 13D amendment filed on July 11, 2024. 

8. Biodesix is a Delaware corporation with its principal place of business in Colorado.  

Biodesix’s common stock has been registered with the Commission under Section 12 of the 

Exchange Act since its registration statement in connection with its initial public offering (“IPO”) 

became effective October 27, 2020, and its common stock trades on the NASDAQ stock market 

(ticker: BDSX).  In connection with the closing of the IPO, Schuler became subject to the reporting 

requirements of Sections 13(d) and 16(a) as an acquiror of beneficial ownership of more than 10% 

of Biodesix’s registered class of common stock and as a director of Biodesix, and he remains 

subject to such requirements.  Schuler most recently reported beneficial ownership of approximately 

21.4% on a Schedule 13D amendment filed on May 23, 2024. 

9. Biolase is a Delaware corporation with its principal place of business in California.  

Biolase’s common stock is and has been at all relevant times registered with the Commission under 

Section 12 of the Exchange Act and was traded on the NASDAQ stock market (ticker: BIOL) until 

it was delisted by NASDAQ on June 20, 2024.  Its common stock is currently quoted on OTC 

Markets under the same ticker.  Schuler became subject to the reporting requirements of Section 

13(d) since acquiring beneficial ownership of more than 5% of Biolase’s registered class of 



 
 

 4 

 

common stock as of July 2014, and remained as such until at least January 2021.  Schuler became 

subject to the reporting requirements of Section 16(a) as a greater than 10% beneficial owner as of 

November 3, 2014, and remained as such until at least December 2020. 

10. Soleno is a Delaware corporation with its principal place of business in California.  

Soleno’s common stock is and has been at all relevant times registered with the Commission under 

Section 12 of the Exchange Act and trades on the NASDAQ stock market (ticker: SLNO).  As of 

December 2017, Schuler became subject to the reporting requirements of Sections 13(d) and 16(a) 

after acquiring greater than 10% beneficial ownership of Soleno’s registered class of common stock 

in connection with a private placement agreement with the issuer.  Schuler remained subject to 

Section 16(a) as a greater than 10% beneficial owner until at least December 9, 2022, and he 

remained subject to Section 13(d) as a greater than 5% beneficial owner until at least May 24, 2023. 

11. Yield10 (formerly known as Metabolix, Inc.) is a Delaware corporation with its 

principal place of business in Massachusetts.  Yield10’s common stock is and has been at all 

relevant times registered with the Commission under Section 12 of the Exchange Act and trades on 

the NASDAQ stock market (ticker: YTEN).  Schuler is and has been subject to the reporting 

requirements of Section 13(d) since acquiring beneficial ownership of more than 5% of Yield10’s 

registered class of common stock as of September 14, 2011, and is and has been subject to the 

reporting requirements of Section 16(a) as a greater than 10% beneficial owner as of January 13, 

2012.  Schuler most recently reported beneficial ownership of approximately 16.4% on a Schedule 

13D amendment filed on May 23, 2024. 

 

Applicable Legal Framework 

12. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) together require any person, 

including a group, who has acquired beneficial ownership of more than 5% of a class of equity 

security registered under Section 12 of the Exchange Act to publicly file a Schedule 13D disclosure 

statement with the Commission, which includes, among other things, the identity of the beneficial 

owner, the amount of beneficial ownership, and plans or proposals regarding the issuer.  During the 

time period herein, Rule 13d-1(a) required the Schedule 13D to be filed, within 10 days2 after the 

triggering acquisition.  

                                                 
2  On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership 

reporting under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  

Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 

(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 

statement on Schedule 13D from 10 days to 5 business days.  Id. at 76897, 76906.  Compliance with this new 

deadline is required as of February 5, 2024.  See id. at 76942.  

  

 



 
 

 5 

 

13. During the time period herein, Section 13(d)(2) of the Exchange Act and Rule 13d-

2(a) thereunder required a filer to amend a Schedule 13D promptly3 as material changes occur in 

disclosures previously made, including but not limited to, any material increase or decrease in the 

percentage of the class beneficially owned.  An acquisition or disposition of beneficial ownership of 

securities in an amount equal to 1% or more of the class of securities is deemed material for 

purposes of Rule 13d-2.  Under the standard applicable during the time period herein, any delay in 

filing beyond the date the filing reasonably can be made may not be prompt.4   

14. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 

beneficial owner of a security includes “any person who, directly or indirectly, through any 

contract, arrangement, understanding, relationship or otherwise” has or shares voting or 

investment power with respect to such security.  More than one person may be a beneficial 

owner of the same securities. 

15. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 

every person who is the beneficial owner of more than 10% of any class of any equity security 

registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 

any such security (collectively, “insiders”).  For purposes of determining status as a greater than 

10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 

owner under Section 13(d) of the Exchange Act and the rules thereunder, subject to limited 

exceptions.   

16. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 

statements of holdings on Form 3 and keep this information current by reporting transactions on 

Forms 4 and 5.  Specifically, within 10 days after becoming an insider, or on or before the effective 

date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 

disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 

indirect pecuniary interest.5  To keep this information current, insiders must file Form 4 reports 

disclosing transactions resulting in a change in beneficial ownership within two business days 

following the execution date of the transaction, except for limited types of transactions eligible for 

deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 

securities, exercises and conversions of derivative securities, and grants or awards of securities from 

the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 

                                                 
3  The 2023 Amendments created a bright-line rule that replaces “promptly” with a two-business day 

requirement.  Id. at 76897, 76921.  Compliance is required as of February 5, 2024.  See id. at 76942. 

 
4  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 

1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   

5  Pecuniary interest is defined in Exchange Act Rule 16a-1(a)(2)(i) as “the opportunity, directly or indirectly, 

to profit or share in any profit derived from a transaction in the subject securities.”  Under Exchange Act Rule 16a-

1(a)(2)(ii), the term indirect pecuniary interest is defined to include securities held in trusts for the benefit of a 

member of a person’s immediate family for which the person serves as a trustee and securities held by members of a 

person’s immediate family sharing the same household. 

 



 
 

 6 

 

fiscal year-end to report any transactions or holdings that should have been, but were not, reported 

on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 

eligible for deferred reporting (unless the insider has previously reported all such transactions).   

17. There is no state of mind requirement for violations of Section 16(a) and 13(d) 

and the rules thereunder.6  The failure to timely file a required report, even if inadvertent, 

constitutes a violation.7     

Respondent Failed to File Required Section 16(a) Reports on a Timely Basis 

18. Since becoming subject to the reporting requirements of Exchange Act Section 

16(a) with respect to Aspira in May 2013, Biolase in November 2014, Soleno in December 2017, 

and Yield10 in January 2012,8 Respondent failed to file on a timely basis multiple required Section 

16(a) reports with the Commission, including to report transactions he executed on behalf of the 

Trust on the following dates that were required to be reported on Form 4 within two business days:   

Issuer Form Type Date of Trans. Due Date Date Filed 

Yield10 4 3/14/2019 3/18/2019 6/5/2019 

Soleno 4 10/25/2019 10/29/2019 6/26/2020 

Yield10 4 11/14/2019 11/18/2019 1/30/2020 

Yield10 4 1/15/2020 1/17/2020 1/30/2020 

Biolase 4 2/11/2020 2/13/2020 5/15/2020 

                                                 
6   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“Indeed, the plain language of 

section 13(d)(1) gives no hint that intentional conduct need be found, but rather, appears to place a simple and 

affirmative duty of reporting on certain persons.  The legislative history confirms that Congress was concerned with 

providing disclosure to investors, and not merely with protecting them from fraudulent conduct”); SEC v. e-Smart 

Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to establish a violation of Section 

16(a) of the Exchange Act). 

7   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 

(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 

violation”); see generally Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) 

(Commission opinion) (“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to 

whether violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); Mandated 

Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 

25788, 25792 (May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one 

business day late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date 

violates Section 16(a)”) (emphasis added). 

8  For purposes of determining status as a greater than 10% beneficial owner under Section 16(a), at all 

relevant times, Respondent has had beneficial ownership of securities held directly and of securities held by the 

Trust and the Foundation.  For purposes of reporting holdings and transactions under Section 16(a), at all relevant 

times, Respondent has had an obligation to report such securities to the extent of his direct or indirect pecuniary 

interest therein, which included his indirect pecuniary interest in the securities held by the Trust.   



 
 

 7 

 

Issuer Form Type Date of Trans. Due Date Date Filed 

Yield10 4 8/26/2020 8/28/2020 8/31/2020 

Soleno 4 12/7/2020 12/9/2020 8/3/2021 

Soleno 4 12/8/2020 12/10/2020 8/3/2021 

Soleno 4 12/30/2020 1/4/2021 8/3/2021 

Soleno 4 12/31/2020 1/5/2021 8/3/2021 

Soleno 4 1/4/2021 1/6/2021 8/3/2021 

Soleno 4 1/19/2021 1/22/2021 8/3/2021 

Soleno 4 1/20/2021 1/22/2021 8/3/2021 

Soleno 4 1/21/2021 1/25/2021 8/3/2021 

Soleno 4 1/22/2021 1/26/2021 8/3/2021 

Soleno 4 1/25/2021 1/27/2021 8/3/2021 

Soleno 4 1/26/2021 1/28/2021 8/3/2021 

Soleno 4 1/27/2021 1/29/2021 8/3/2021 

Soleno 4 2/18/2021 2/22/2021 8/3/2021 

Soleno 4 2/25/2021 3/1/2021 8/3/2021 

Soleno 4 4/8/2021 4/12/2021 8/3/2021 

Soleno 4 4/9/2021 4/13/2021 8/3/2021 

Soleno 4 4/28/2021 4/30/2021 8/3/2021 

Soleno 4 4/30/2021 5/4/2021 8/3/2021 

Soleno 4 5/5/2021 5/7/2021 8/3/2021 

Soleno 4 5/18/2021 5/20/2021 8/3/2021 

Soleno 4 8/2/2022 8/4/2022 10/14/2022 

Soleno 4 8/3/2022 8/5/2022 10/14/2022 

Soleno 4 8/4/2022 8/8/2022 10/14/2022 

Soleno 4 8/5/2022 8/9/2022 10/14/2022 

Soleno 4 8/8/2022 8/10/2022 10/14/2022 

Soleno 4 8/10/2022 8/12/2022 10/14/2022 

Soleno 4 8/11/2022 8/15/2022 10/14/2022 

Soleno 4 8/12/2022 8/16/2022 10/14/2022 



 
 

 8 

 

Issuer Form Type Date of Trans. Due Date Date Filed 

Soleno 4 8/15/2022 8/17/2022 10/14/2022 

Soleno 4 8/16/2022 8/18/2022 10/14/2022 

Soleno 4 8/17/2022 8/19/2022 10/14/2022 

Soleno 4 8/18/2022 8/22/2022 10/14/2022 

Soleno 4 8/19/2022 8/23/2022 10/14/2022 

Soleno 4 8/22/2022 8/24/2022 10/14/2022 

Soleno 4 8/23/2022 8/25/2022 10/14/2022 

Soleno 4 8/24/2022 8/26/2022 10/14/2022 

Soleno 4 8/25/2022 8/29/2022 10/14/2022 

Soleno 4 8/26/2022 8/30/2022 10/14/2022 

Yield10 4 10/6/2022 10/11/2022 5/9/2023 

Yield10 4 10/7/2022 10/12/2022 5/9/2023 

Yield10 4 10/11/2022 10/13/2022 5/9/2023 

Yield10 4 10/12/2022 10/14/2022 5/9/2023 

Soleno 4 10/13/2022 10/17/2022 5/15/2023 

Yield10 4 10/13/2022 10/17/2022 5/9/2023 

Yield10 4 10/14/2022 10/18/2022 5/9/2023 

Yield10 4 10/17/2022 10/19/2022 5/9/2023 

Yield10 4 10/18/2022 10/20/2022 5/9/2023 

Yield10 4 10/19/2022 10/21/2022 5/9/2023 

Yield10 4 10/20/2022 10/24/2022 5/9/2023 

Yield10 4 10/21/2022 10/25/2022 5/9/2023 

Yield10 4 10/24/2022 10/26/2022 5/9/2023 

Yield10 4 10/25/2022 10/27/2022 5/9/2023 

Soleno 4 10/26/2022 10/28/2022 5/15/2023 

Yield10 4 10/26/2022 10/28/2022 5/9/2023 

Soleno 4 10/27/2022 10/31/2022 5/15/2023 

Yield10 4 10/27/2022 10/31/2022 5/9/2023 

Soleno 4 10/28/2022 11/1/2022 5/15/2023 



 
 

 9 

 

Issuer Form Type Date of Trans. Due Date Date Filed 

Yield10 4 10/28/2022 11/1/2022 5/9/2023 

Soleno 4 10/31/2022 11/2/2022 5/15/2023 

Yield10 4 10/31/2022 11/2/2022 5/9/2023 

Soleno 4 11/1/2022 11/3/2022 5/15/2023 

Yield10 4 11/1/2022 11/3/2022 5/9/2023 

Soleno 4 11/2/2022 11/4/2022 5/15/2023 

Yield10 4 11/2/2022 11/4/2022 5/9/2023 

Soleno 4 11/3/2022 11/7/2022 5/15/2023 

Soleno 4 11/4/2022 11/8/2022 5/15/2023 

Yield10 4 11/4/2022 11/8/2022 5/9/2023 

Soleno 4 11/7/2022 11/9/2022 5/15/2023 

Yield10 4 11/7/2022 11/9/2022 5/9/2023 

Soleno 4 11/8/2022 11/10/2022 5/15/2023 

Yield10 4 11/8/2022 11/10/2022 5/9/2023 

Soleno 4 11/9/2022 11/14/2022 5/15/2023 

Yield10 4 11/9/2022 11/14/2022 5/9/2023 

Soleno 4 11/14/2022 11/16/2022 5/15/2023 

Yield10 4 11/14/2022 11/16/2022 5/9/2023 

Soleno 4 11/15/2022 11/17/2022 5/15/2023 

Yield10 4 11/15/2022 11/17/2022 5/9/2023 

Soleno 4 11/16/2022 11/18/2022 5/15/2023 

Soleno 4 11/17/2022 11/21/2022 5/15/2023 

Soleno 4 11/18/2022 11/22/2022 5/15/2023 

Soleno 4 11/21/2022 11/23/2022 5/15/2023 

Soleno 4 11/22/2022 11/25/2022 5/15/2023 

Soleno 4 11/23/2022 11/28/2022 5/15/2023 

Soleno 4 11/25/2022 11/29/2022 5/15/2023 

Soleno 4 11/28/2022 11/30/2022 5/15/2023 

Yield10 4 11/28/2022 11/30/2022 5/9/2023 



 
 

 10 

 

Issuer Form Type Date of Trans. Due Date Date Filed 

Soleno 4 11/29/2022 12/1/2022 5/15/2023 

Yield10 4 11/29/2022 12/1/2022 5/9/2023 

Soleno 4 11/30/2022 12/2/2022 5/15/2023 

Yield10 4 11/30/2022 12/2/2022 5/9/2023 

Soleno 4 12/1/2022 12/5/2022 5/15/2023 

Yield10 4 12/1/2022 11/5/2022 5/9/2023 

Soleno 4 12/2/2022 12/6/2022 5/15/2023 

Yield10 4 12/2/2022 12/6/2022 5/9/2023 

Soleno 4 12/5/2022 12/7/2022 5/15/2023 

Yield10 4 12/5/2022 12/7/2022 5/9/2023 

Soleno 4 12/6/2022 12/8/2022 5/15/2023 

Yield10 4 12/6/2022 12/8/2022 5/9/2023 

Soleno 4 12/7/2022 12/9/2022 5/15/2023 

Yield10 4 12/7/2022 12/9/2022 5/9/2023 

Soleno 4 12/8/2022 12/12/2022 5/15/2023 

Yield10 4 12/8/2022 12/12/2022 5/9/2023 

Soleno 4 12/9/2022 12/13/2022 5/15/2023 

Yield10 4 12/9/2022 12/13/2022 5/9/2023 

Yield10 4 12/12/2022 12/14/2022 5/9/2023 

Yield10 4 12/13/2022 12/15/2022 5/9/2023 

Yield10 4 12/14/2022 12/16/2022 5/9/2023 

Yield10 4 12/15/2022 12/19/2022 5/9/2023 

Yield10 4 12/16/2022 12/20/2022 5/9/2023 

Yield10 4 12/19/2022 12/21/2022 5/9/2023 

Yield10 4 12/20/2022 12/22/2022 5/9/2023 

Yield10 4 8/15/2023 8/17/2023 10/10/2023 

Yield10 4 12/20/2023 12/22/2023 5/17/2024 

Aspira 4 1/26/2024 1/30/2024 6/18/2024 

 



 
 

 11 

 

19. With respect to Soleno, Respondent’s late-reported transactions primarily involved 

purchases from the issuer and open-market sales.   Among others, Respondent purchased 

approximately $2 million of common stock, equivalent to over 5% of Soleno’s class of common 

stock, in a public offering by the issuer on October 25, 2019, which was not reported until June 26, 

2020—eight months late.  Respondent also had open-market sales from December 7, 2020 to May 

18, 2021, with aggregate gross proceeds of more than $2.8 million, none of which were reported 

until August 3, 2021; and additional open-market sales from August 2, 2022 to August 26, 2022, 

with aggregate gross proceeds of more than $480,000, none of which were reported until October 

14, 2022.  In addition, Respondent had further open-market sales from October 13, 2022 to 

December 9, 2022, with aggregate gross proceeds of more than $470,000, that Respondent did not 

report on Form 4 until after the Commission’s enforcement staff contacted him in early 2023 

regarding his filings.  Respondent also failed to file required Forms 5 to report transactions in 

Soleno’s securities that should have been reported on Forms 4 during Soleno’s fiscal years 2019, 

2020, 2021, and 2022, but were not.   

20. With respect to Yield10, Respondent’s late-reported transactions primarily also 

involved purchases from the issuer and open-market sales.  Among others, Respondent purchased 

securities from the issuer on March 14, 2019 for more than $660,000 and on November 14, 2019 for 

more than $3.1 million, each of which was reported approximately two months late.  Respondent 

also had substantial open-market sales between October 6, 2022 and December 20, 2022, 

representing a disposition of more than 25% of his holdings of Yield10 common stock with 

aggregate gross proceeds of more than $600,000, that Respondent did not report on Form 4 until 

after the Commission’s enforcement staff contacted him regarding his filings in early 2023.  

Thereafter, Respondent was also late in reporting purchases of Yield10 securities in an offering by 

the issuer on August 15, 2023 for approximately $500,000, which he reported nearly two months 

late, and an open-market sale of Yield10 common stock on December 20, 2023, which he reported 

nearly five months late.  Respondent also failed to file required Forms 5 to report transactions that 

should have been reported on Forms 4 during Yield10’s fiscal years 2022 and 2023, but were 

not. 

21. With respect to Biolase, on February 11, 2020, Respondent sold more than 60% of 

the Biolase common stock in which Respondent had a pecuniary interest for aggregate gross 

proceeds of more than $780,000, which he reported approximately three months late. 

22. With respect to Aspira, Respondent purchased securities from the issuer in a private 

placement on January 26, 2024, which he reported nearly five months late. 

23. As a result of the conduct described above, Respondent violated Section 16(a) of 

the Exchange Act and Rule 16a-3 thereunder.   



 
 

 12 

 

Respondent Failed to Timely File Schedule 13D Amendments 

24. At all relevant times, Respondent was subject to the reporting requirements of 

Exchange Act Section 13(d) as an acquiror of beneficial ownership of more than 5% of a 

registered class of equity securities of Accelerate, Biodesix, Biolase, Soleno, and Yield10.9 

25. Respondent failed to timely file multiple amendments required as a result of 

material changes to the information set forth previously on his Schedule 13D with respect to 

Accelerate, including: 

• Respondent’s acquisitions of beneficial ownership during the following periods, 

each of which constituted an acquisition of more than 1% of Acclerate’s 

outstanding class of common stock, and none of which was reflected in an 

amendment until October 5, 2021:  (i) purchases on behalf of the Foundation and 

the Trust between January 31, 2019 and March 31, 2020; (ii) purchases on behalf 

of the Trust between April 20, 2020 and June 5, 2020; and (iii) purchases on 

behalf the Trust between June 5, 2020 and June 15, 2020 

• Respondent’s dispositions of beneficial ownership on the following dates, each of 

which constituted a disposition of beneficial ownership of more than 1% of 

Accelerate’s outstanding class of common stock, none of which were reflected in 

an amendment until October 5, 2021:  (i) on January 23, 2019 by gift of common 

stock from the Foundation to other entities for which Respondent did not have 

investment or voting power; (ii) by March 2020 by Respondent ceasing as a 

manager of certain trusts; (iii) on April 14, 2020 by gift of common stock from 

the Foundation to other entities for which Respondent did not have investment or 

voting power; and (iv) on September 15, 2021 by gift of securities from the 

Foundation to other entities for which Respondent did not have investment or 

voting power; 

• Respondent’s entry into an exchange agreement with Accelerate on August 15, 

2022 on behalf of the Trust, which included the issuance of warrants to the Trust 

that became exercisable on February 15, 2023, which was not reflected in an 

amendment until June 8, 2023, and which constituted an acquisition of beneficial 

ownership by Respondent equivalent to more than 1% of Accelerate’s outstanding 

class of common stock; and 

• Respondent’s entry into an agreement with Accelerate on January 23, 2024 for the 

Trust to purchase common stock and immediately exercisable warrants, the first 

tranche of which was issued on that date, constituting an acquisition of beneficial 

ownership by Respondent equivalent to more than 9% of Accelerate’s outstanding 

                                                 
9 At all relevant times, Respondent had beneficial ownership under the standards set forth in Rule 13d-3 of, among 

others, securities held by the Trust and the Foundation because he had sole or shared investment and/or voting 

discretion over such securities.     



 
 

 13 

 

class of common stock, and which was not reflected in an amendment until May 

23, 2024. 

26. Respondent also failed to timely file multiple amendments required as a result of 

material changes to the information set forth previously on his Schedule 13D with respect to 

Soleno, including: 

• Respondent’s acquisitions of beneficial ownership of Soleno shares, each of 

which constituted more than 1% of the class of outstanding Soleno common stock 

during the following periods, and none of which was reflected in an amendment 

until July 17, 2020:  (i) open-market purchases on behalf of the Foundation 

between March 21, 2019 and March 26, 2019; (ii) open-market purchases on 

behalf of the Foundation between March 27, 2019 and April 5, 2019; (iii) open-

market purchases on behalf of the Foundation between April 8, 2019 and May 20, 

2019, together with purchases on behalf of the Trust and the Foundation on 

October 25, 2019 in an offering by the issuer; and (iv) purchases on behalf of the 

Trust and the Foundation on June 26, 2020; 

• Respondent’s dispositions of beneficial ownership of Soleno shares, each of 

which constituted more than 1% of the class of outstanding Soleno common stock 

during the following periods, and none of which was reflected in an amendment 

until April 5, 2022:  (i) open-market sales on behalf of the Trust and the 

Foundation between December 7, 2020 and February 18, 2021; and (ii) open-

market sales on behalf of the Trust and the Foundation between February 22, 

2021 and at least April 9, 2021; and 

• Respondent’s dispositions of beneficial ownership through open-market sales of 

Soleno common stock, each of which constituted a disposition of more than 1% of 

the class of outstanding common stock during the following periods:  (i) open-

market sales on behalf of the Trust between October 13, 2022 and November 4, 

2022; (ii) open-market sales on behalf of the Trust between November 7, 2022 

and November 16, 2022; (iii) open-market sales on behalf of the Trust between 

November 17, 2022 and November 25, 2022; (iv) open-market sales on behalf of 

the Trust between November 28, 2022 and December 7, 2022; (v) open-market 

sales on behalf of the Trust and the Foundation between December 8, 2022 and 

February 17, 2023; and (vi) open market sales on behalf the Foundation between 

February 21, 2023 and February 28, 2023.  Respondent failed to reflect any of 

these dispositions in an amendment until May 26, 2023—after the Commission’s 

enforcement staff had contacted him regarding his filings, and by which time 

Respondent’s beneficial ownership had declined from approximately 17.5% as 

reflected in the last-filed amendment on April 5, 2022 down to less than 5% as of 

the May 26, 2023 amendment following additional sales on behalf of the 

Foundation between May 9, 2023 and May 24, 2023. 



 
 

 14 

 

27. Respondent similarly failed to timely file multiple amendments required as a 

result of material changes to the information set forth previously on his Schedule 13D with 

respect to Yield10, including: 

• Respondent’s acquisitions on behalf of the Trust through, among other things, a 

purchase agreement with Yield10 on March 14, 2019, which constituted an 

acquisition of beneficial ownership of more than 1% of the outstanding class of 

Yield10 common stock and which was not reflected in an amendment until June 

26, 2019; 

• Respondent’s acquisitions on behalf of the Trust through a purchase agreement 

with Yield 10 on November 14, 2019, which was not reflected in an amendment 

until February 6, 2020, and which resulted in Respondent’s beneficial ownership 

increasing to approximately 77.4%, compared to the approximately 47% reported 

in his last-filed amendment on March 14, 2019; 

• Respondent’s dispositions of beneficial ownership through open-market sales of 

Yield10 common stock on behalf of the Trust, each of which constituted a 

disposition of more than 1% of the class of outstanding Yield10 common stock 

during the following periods, and none of which was reflected in an amendment 

until May 26, 2023—after the Commission’s enforcement staff had contacted him 

regarding his filings:  (i) between October 6, 2022 and October 18, 2022; 

(ii) between October 19, 2022 and October 28, 2022; (iii) between October 31, 

2022 and December 2, 2022; and (iv) between December 5, 2022 and December 

14, 2022; and 

• Respondent’s acquisition of beneficial ownership through a purchase agreement 

with Yield10 on August 15, 2023 on behalf of the Trust, which was not reflected 

in an amendment until October 11, 2023, and which constituted an acquisition of 

beneficial ownership equivalent to more than 12% of Yield10’s outstanding class 

of common stock following the share issuance. 

28. Respondent also failed to timely file amendments required as a result of material 

changes to the information set forth previously on his Schedules 13D with respect to Biodesix 

and Biolase, including: 

• Respondent’s acquisitions of beneficial ownership of Biodesix shares through 

open-market purchases between August 13, 2021 and August 19, 2021, which 

constituted more than 1% of the class of outstanding Biodesix common stock, 

which was not reflected in an amendment until January 4, 2022; 

• Respondent’s acquisitions of beneficial ownership through purchases on behalf of 

the Foundation in a public offering of securities by Biolase on July 22, 2020, 

which constituted an acquisition of beneficial ownership equivalent to more than 



 
 

 15 

 

7% of Biolase’s outstanding class of common stock, and which was not reflected 

in an amendment until July 2, 2021; and 

• Respondent’s dispositions of beneficial ownership through open-market sales of 

Biolase common stock, each of which constituted a disposition of more than 1% 

of the class of outstanding common stock during the following periods: (i) open-

market sales on behalf of the Foundation between November 27, 2020 and 

December 2, 2020; (ii) open-market sales on behalf of the Foundation and Trust 

between December 4, 2020 and December 8, 2020; (iii) open-market sales on 

behalf of the Foundation between December 18, 2020 and December 23, 2020; 

(iv) open-market sales on behalf of the Foundation between December 28, 2020 

and December 29, 2020; (v) open-market sales on behalf of the Foundation on 

January 14, 2021; and (vi) open-market sales on behalf of the Foundation on 

January 20, 2021.  Respondent failed to reflect any of these dispositions in an 

amendment until July 2, 2021, by which time Respondent’s beneficial ownership 

had declined from approximately 16.2% as reflected in his last-filed amendment 

on June 12, 2020 down to less than 5% as of the July 2, 2021 amendment. 

29. As a result of the conduct described above, Respondent violated Section 13(d) of 

the Exchange Act and Rule 13d-2 thereunder.  

Respondent’s Remedial Efforts 

30.  In determining to accept Respondent’s Offer, the Commission considered certain 

remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 Accordingly, it is hereby ORDERED that: 

 A. Pursuant to Section 21C of the Exchange Act, Respondent Schuler cease and desist 

from committing or causing any violations and any future violations of Sections 13(d) and 16(a) of 

the Exchange Act and Rules 13d-2 and 16a-3 promulgated thereunder.   

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $200,000 to the Securities and Exchange Commission, for transfer to 

the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  

Payment must be made in one of the following ways:   

(1)  Respondent may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request;  



 
 

 16 

 

 

(2)  Respondent may make direct payment from a bank account via Pay.gov through 

the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3)  Respondent may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Securities and Exchange Commission and hand-

delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Jack W. Schuler as a Respondent in these proceedings, and the file number of these proceedings; 

a copy of the cover letter and check or money order must be sent to Thomas Smith, Associate 

Regional Director, Division of Enforcement, Securities and Exchange Commission, 100 Pearl 

Street, Suite 20-100, New York, NY 10004.   

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 



 
 

 17 

 

V. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 

admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 

penalty or other amounts due by Respondent under this Order or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this proceeding, is a 

debt for the violation by Respondent of the federal securities laws or any regulation or order 

issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 

§ 523(a)(19). 

 

 By the Commission. 

 

 

 

       Vanessa A. Countryman 

       Secretary 


	Respondent