Page 11 of 16 – SEC Filing
On the Effective Date,
pursuant to the Plan and the Securities Purchase Agreement, the Issuer amended its charter to prohibit certain transfers of the
Issuer’s stock without the prior approval of the Issuer’s board of directors in order to protect the Issuer’s
net operating loss carryforward (the “Charter Amendment”). A copy of the Charter Amendment is attached
as Exhibit 99.5 to this Schedule 13D and is hereby incorporated herein by reference.
The Reporting Persons
intend from time to time to review their investment in the Issuer on the basis of various factors, including the Issuer’s
business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets
in general and for shares of common stock of the Issuer in particular, as well as other developments and other investment opportunities.
Based upon such review, and subject to the agreements described above, the Reporting Persons will take such actions in the future
as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time, which may include further
acquisitions of shares of common stock of the Issuer or disposal of some or all of the shares of common stock of the Issuer currently
owned by the Reporting Persons or otherwise acquired by the Reporting Persons. In pursuing their investment purposes, the Reporting
Persons plan to monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters,
capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of
the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria,
the Reporting Persons have in the past and may in the future discuss such matters with one or more shareholders, officers or directors
of the Issuer, industry analysts, existing or potential strategic partners, investment and financing professionals, sources of
credit and other investors.
Each of Messrs. Alpert
and Webb serve on the board of directors of the Issuer, and Mr. Alpert serves as Chairman of the Board. This Schedule 13D
does not relate to actions taken by either Messrs. Alpert or Webb in their capacity as directors, and any such actions taken by
them in their capacity as directors of the Issuer, in respect of any of the matters referred to in subparagraphs (a) through (j)
of Item 4 of Schedule D, will be reported by the Issuer in periodic and other reports filed by the Issuer under the Act.
Except as set forth above,
none of the Reporting Persons currently has any plans or proposals that relate to: (a) the acquisition by the Reporting Persons
of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of
a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management
of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material
change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s articles of incorporation,
bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of
equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act;
or (j) any action similar to those enumerated above. The Reporting Persons reserve the right, based on all relevant factors
and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose,
take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results
described in paragraphs (a) through (j) of Item 4 of Schedule D) or formulate and implement plans or proposals with respect
to any of the foregoing.
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