Page 9 of 16 – SEC Filing
| Item 1. | Security and Issuer. |
This statement on Schedule
13D (this “Schedule 13D”) relates to shares of common stock, par value $0.001 per share (the “Shares”),
of Crossroads Systems, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive
office of the Issuer is WeWork c/o Crossroads Systems, Inc., 11801 Domain Blvd., 3rd Floor, Austin, Texas 78758.
| Item 2. | Identity and Background. |
(a) This
Schedule 13D is jointly filed by and on behalf of each of 210/CRDS Investment LLC, a Texas
limited liability company (“210/CRDS”), 210 Capital, LLC, a Delaware limited liability company (“210
Capital”), Covenant RHA Partners, L.P., a Texas limited partnership (“RHA Partners”), CCW/LAW
Holdings, LLC, a Texas limited liability company (“CCW Holdings”), RHA Investments, Inc., a Texas corporation
(“RHA Investments”), Robert H. Alpert, a United States citizen, and C. Clark Webb, a United States citizen
(Messrs. Alpert and Webb, collectively with 210/CRDS, 210 Capital, RHA Partners, CCW Holdings and RHA Investments, the “Reporting
Persons”). The Reporting Persons are filing this Schedule 13D jointly, and the agreement among the Reporting Persons
to file jointly is attached hereto as Exhibit 99.1 and incorporated herein by reference (the “Joint Filing Agreement”).
210/CRDS is the direct beneficial owner of
1,492,285 Shares covered by this Schedule 13D. 210/CRDS is managed by its sole member, 210 Capital, which is managed by its members
RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition,
RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA
Investments as its President and sole shareholder.
Each of 210 Capital, RHA Partners, CCW Holdings,
RHA Investments, Mr. Alpert and Mr. Webb declares that neither the filing of this Schedule 13D nor anything herein shall
be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act
of 1934, as amended (the “Act”), the beneficial owner of any securities directly held by 210/CRDS covered
by this Schedule 13D.
(b) The
principal business address of each of the Reporting Persons is 8214 Westchester Drive, Suite 950, Dallas, Texas 75225.
(c) 210/CRDS
was formed for the purpose of acquiring securities of the Issuer for investment purposes. The principal business of 210 Capital
is serving as a holding company and managing the investments of its subsidiaries, including 210/CRDS. The principal business of
each of RHA Partners and CCW Holdings is serving as a holding company and managing investments through partnerships and limited
liability companies. The principal business of RHA Investments is serving as general partner of RHA Partners and managing its investments.
The principal occupation of Mr. Alpert is managing private investments. The principal occupation of Mr. Webb is managing private
investments.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
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