Steel Partners (SPLP) SC 13D/ASteel Connect / STEEL PARTNERS ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 37)¹

Steel Connect, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

858098 20 5

(CUSIP Number)

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 27, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 634,157 Shares underlying Series E Preferred Stock.

(1) Consists of 1,913,265 Shares underlying Series C Preferred Stock and 19,175,628 Shares underlying Series E Preferred Stock.

(1) Includes 1,913,265 Shares underlying Series C Preferred Stock and 19,809,785 Shares underlying Series E Preferred Stock.

(1) Includes 634,157 Shares underlying Series E Preferred Stock.

(1) Includes 634,157 Shares underlying Series E Preferred Stock.

(1) Includes 1,913,265 Shares underlying Series C Preferred Stock and 19,809,785 Shares underlying Series E Preferred Stock.

The following constitutes Amendment No. 37 to the Schedule 13D filed by the undersigned (“Amendment No. 37”). This Amendment No. 37 amends the Schedule 13D as specifically set forth herein.

The final paragraph of Item 2(a) is hereby amended and restated to read as follows:

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of (i) the executive officers and directors of HNH, (ii) the executive officers and directors of WHX CS, (iii) the executive officers and directors of SPL, (iv) the executive officers and directors of Steel Holdings GP, (v) the executive officers and directors of Steel Excel, (vi) the executive officers and directors of WebFinancial, and (vii) the executive officers and directors of WF Asset. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 1,311,700 Shares owned directly by WF Asset is approximately $43,123,381, including brokerage commissions. Such Shares were acquired with the working capital of HNH, SPHG Holdings and Steel Holdings prior to being transferred to WF Asset. The 636,447 Shares owned directly by WHX CS were transferred to WHX CS by its parent HNH.

The aggregate purchase price of the 35,000 shares of Series C Convertible Preferred Stock of the Issuer (the “Series C Preferred Stock”) owned directly by WebFinancial is $35,000,000. The Series C Preferred Stock was acquired with the working capital of SPHG Holdings prior to being transferred to WebFinancial. The 3,500,000 shares of Series E Convertible Preferred Stock of the Issuer (the “Series E Preferred Stock”) owned directly by each of WebFinancial and Steel Excel were acquired pursuant to the Exchange Agreement discussed in Item 4.

The aggregate purchase price of the 1,552,838 Shares owned directly by Steel Excel is approximately $16,826,711, including brokerage commissions. Such Shares were acquired with the working capital of Steel Excel.

The aggregate purchase price of the 6,428 Shares owned directly by SPL is approximately $411,192, including brokerage commissions. The Shares owned directly by SPL were acquired with the working capital of SPL.

Mr. Lichtenstein directly beneficially owns 192,299 Shares (including 9,773 unvested restricted Shares) awarded to him in his capacity as a director of the Issuer.

The aggregate purchase price of 1,071 Shares owned directly by Mr. Howard is approximately $59,372, including brokerage commissions. Mr. Howard directly beneficially owns an additional 113,757 Shares (including 9,773 unvested restricted Shares) awarded to him in his capacity as a director of the Issuer.

Item 4 is hereby amended to add the following:

The Merger

Steel Holdings previously initiated discussions with the Audit Committee (the “Audit Committee”) of the Board of Directors of the Issuer regarding a short-form merger transaction with the Issuer (the “Short-Form Merger”) pursuant to which at the effective time of the Short-Form Merger (the “Effective Time”), an indirect, wholly-owned subsidiary of Steel Holdings (“Acquisition Co.”), would, in compliance with Section 253 of the Delaware General Corporation Law (the “DGCL”), merge with and into the Issuer, with the Issuer surviving the Short-Form Merger and becoming an indirect, wholly owned subsidiary of Steel Holdings.

Following discussions between the parties and after consulting with legal and financial advisors, on November 27, 2024, the Audit Committee approved the Short-Form Merger, subject to the terms and conditions described below, in accordance with the Stockholders’ Agreement. Pursuant to Section 253 of the DGCL and the Audit Committee’s approval pursuant to the Stockholders’ Agreement, Acquisition Co. which, at the Effective Time, is expected to own at least 90% of the outstanding Shares of the Issuer may, but is not required to, effect the Short-Form Merger without the approval of the Board of Directors of the Issuer or the other stockholders of the Issuer that are not affiliated with Steel Holdings or its subsidiaries and affiliates.

The Audit Committee’s approval of the Short-Form Merger is subject to certain conditions, including the following:

Contingent Value Rights Agreement

If, prior to the Effective Time, the Issuer has not distributed to the holders of Shares the Reith Net Litigation Proceeds, if any, from the proposed settlement of the class and derivative action filed in the Delaware Court of Chancery styled Reith v. Lichtenstein, et al naming the Issuer as a nominal defendant, and then-current and former directors of the Issuer and Steel Holdings and several of its affiliated companies as defendants (the “Reith Litigation”), at the Effective Time, Steel Holdings and the rights agent named therein (“Rights Agent”) will enter into a Contingent Value Rights Agreement in the form referenced hereto as Exhibit 99.1 (the “CVR Agreement”). In accordance with the CVR Agreement, at the Effective Time, each Share (other than Waived Shares) shall receive one contingent value right to receive a portion of the Reith Net Litigation Proceeds, if any, pursuant to the terms of the CVR Agreement (such right, a “Reith CVR”).

Pursuant to the CVR Agreement, which is consistent with the requirements of the Stockholders’ Agreement, (i) the SP Investors (as defined in the Stockholders’ Agreement) have waived any right to receive any portion of the Reith Net Litigation Proceeds to the extent of any Shares held by them as of May 1, 2023 (the “May 2023 Shares”) or issuable upon conversion of the Convertible Instruments (as defined in the Stockholders’ Agreement) (the “Conversion Shares”) and (ii) the current directors and officers of the Issuer, including Messrs. Lichtenstein and Howard, have agreed to waive any right to receive any portion of the Reith Net Litigation Proceeds with respect to any Shares they hold (the “O&D Shares,” and together with the May 2023 Shares and the Conversion Shares, the “Waived Shares”). The SP Investors (other than Messrs. Lichtenstein and Howard) will be entitled to receive a Reith CVR with respect to any Shares acquired by them after May 1, 2023.

The Reith CVRs represent a contractual right only and will not be transferable except in the limited circumstances specified in the CVR Agreement. The Reith CVRs will not be evidenced by certificates or any other instruments and will not be registered with the SEC. The Reith CVRs will not have any voting or dividend rights, and interest shall not accrue on any amounts payable on the Reith CVRs to any holder. In addition, the Reith CVRs shall not represent any equity or ownership interest in Steel Holdings, the Issuer or any of their affiliates. The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, which is referenced hereto as Exhibit 99.1.

Delisting of Shares of Common Stock

If the Short-Form Merger is consummated, the Shares will cease to be quoted on the NASDAQ Stock Market and will be eligible for deregistration under the Exchange Act.

Item 5(a) – (c) is hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 6,335,641 Shares outstanding, which is the total number of Shares outstanding as of November 13, 2024 as reported in the Issuer’s Form 10-K/A filed with the Securities and Exchange Commission on November 25, 2024.

As of the close of business on the date hereof, WF Asset owned directly 1,311,700 Shares, constituting approximately 20.7% of the Shares outstanding. By virtue of their relationship with WF Asset discussed in further detail in Item 2, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP and Steel Excel may be deemed to beneficially own the Shares owned directly by WF Asset.

As of the close of business on the date hereof, WHX CS owned directly 636,447 Shares, constituting approximately 10.0% of the Shares outstanding. By virtue of their relationship with WHX CS discussed in further detail in Item 2, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and HNH may be deemed to beneficially own the Shares owned directly by WHX CS.

As of the close of business on the date hereof, WebFinancial beneficially owned (i) 1,913,265 Shares underlying the Series C Preferred Stock owned directly by WebFinancial and (ii) 19,175,628 Shares underlying the Series E Preferred Stock owned directly by WebFinancial, constituting approximately 76.9% of the Shares.¹ By virtue of their relationship with WebFinancial discussed in further detail in Item 2, each of Steel Holdings and Steel Holdings GP may be deemed to beneficially own the Shares underlying the Series C Preferred Stock and Series E Preferred Stock owned directly by WebFinancial.

As of the close of business on the date hereof, Steel Excel owned directly 1,552,838 Shares and beneficially owned 634,157 Shares underlying the Series E Preferred Stock owned directly by Steel Excel, which, in addition to the Shares owned directly by WF Asset and WHX CS that Steel Excel may also be deemed to beneficially own, constitute approximately 59.3% of the Shares.¹ By virtue of their relationship with Steel Excel discussed in further detail in Item 2, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel and underlying the Series E Preferred Stock owned directly by Steel Excel.

As of the close of business on the date hereof, SPL owned directly 6,428 Shares, constituting less than 1% of the Shares outstanding. By virtue of his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Shares owned directly by SPL.

As of the close of business on the date hereof, Warren G. Lichtenstein owned directly 192,299 Shares (including 9,773 unvested restricted Shares), which, in addition to the Shares owned directly by SPL that Mr. Lichtenstein may also be deemed to beneficially own, constitute approximately 3.1% of the Shares outstanding.

As of the close of business on the date hereof, Jack L. Howard owned directly 114,828 Shares (including 9,773 unvested restricted Shares), constituting approximately 1.8% of the Shares outstanding.

This statement reports beneficial ownership of an aggregate of 25,537,590 Shares, including (i) 1,913,265 Shares underlying Series C Preferred Stock and (ii) 19,809,785 Shares underlying Series E Preferred Stock, constituting approximately 91.0% of the Shares.¹

¹ This is not based solely on the number of outstanding Shares, but calculated pursuant to Rule 13d-3(d) of the Exchange Act.

(b)       Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and WF Asset may be deemed to have shared power to vote and dispose of the Shares owned directly by WF Asset. Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel, HNH and WHX CS may be deemed to have shared power to vote and dispose of the Shares owned directly by WHX CS. Each of Steel Holdings, Steel Holdings GP and WebFinancial may be deemed to have shared power to vote and dispose of the Shares underlying the Series C Preferred Stock and Series E Preferred Stock owned directly by WebFinancial. Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP and Steel Excel may be deemed to have shared power to vote and dispose of the Shares owned directly by Steel Excel and underlying the Series E Preferred Stock owned directly by Steel Excel. Each of SPL and Mr. Lichtenstein may be deemed to have shared power to vote and dispose of the Shares owned directly by SPL. Each of Messrs. Lichtenstein and Howard may be deemed to have sole power to vote and dispose of all Shares he directly owns.

(c)       On October 1, 2024, the Issuer awarded to each of Messrs. Lichtenstein and Howard, in his capacity as a director of the Issuer, 2,304 restricted Shares, which vest on October 1, 2025, provided that he remains a director of the Issuer on such vesting date. There were no other transactions by the Reporting Persons in the securities of the Issuer during the past 60 days.

Item 6 is hereby amended to add the following:

The information regarding the CVR Agreement defined and described in Item 4 is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

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

SCHEDULE A

Executive Officers and Directors of Handy & Harman Ltd.

Executive Officers and Directors of WHX CS LLC

Executive Officers and Directors of Steel Partners, Ltd.

Executive Officers and Directors of Steel Partners Holdings GP Inc.

² As of the close of business on the date hereof, Joseph Martin directly owned 12,164 restricted Shares (including 9,773 unvested restricted Shares). All of such Shares were awarded to Mr. Martin in his capacity as a director of the Issuer. Mr. Martin has the sole power to vote such Shares and, once vested, has the sole power to dispose of such Shares and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares. On October 1, 2024, the Issuer awarded to Mr. Martin, in his capacity as a director of the Issuer, 2,304 restricted Shares, which vest on October 1, 2025, provided that he remains a director of the Issuer on such vesting date.

Executive Officers and Directors of Steel Excel Inc.

Executive Officers and Directors of WebFinancial Holding Corporation

Executive Officers and Directors of WF Asset Corp.