Page 10 of 15 – SEC Filing
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CUSIP No. 57165B106 | 13D | Page 10 of 14 Pages |
ITEM 3. Source and Amount of Funds
or Other Consideration
On February 5, 2018, the Renewable Energy Fund purchased from the Issuer an aggregate of 6,666,667
shares of Common Stock of the Issuer as well as 5,333,333 warrants exercisable for shares of Common Stock of the Issuer at an
exercise price of $1.00 per share, for total consideration of $5,000,000 derived from the Renewable Energy Fund’s working
capital.
ITEM
4. Purpose of Transaction
On
December 14, 2017, the Renewable Energy Fund entered into a Securities Purchase Agreement pursuant to which the Renewable Energy
Fund agreed to acquire from the Issuer 6,666,667 shares of Common Stock of the Issuer as well as 5,333,333 warrants exercisable
for shares of Common Stock of the Issuer at an exercise price of $1.00 per share. The Common Stock of the Issuer and the warrants
of the Issuer were issued to the Renewable Energy Fund on February 5, 2018. In connection with the Securities Purchase Agreement,
the Reporting Persons entered into a certain Voting and Lock-Up Agreement and the Renewable Energy Fund entered into a certain
Registration Rights Agreement.
Pursuant
to the Voting and Lock-Up Agreement, the Reporting Persons have agreed to vote to elect certain persons designated by Ospraie
AG Science LLC and its affiliates to become members of the board of directors of the Issuer (the “Board”). The Reporting
Persons are obligated to vote to elect up to two designated persons to become members of the Board at an annual meeting of the
Issuer scheduled to take place in 2018. The Reporting Persons are also obligated to vote to elect up to two designated persons
to become members of the Board at an annual meeting of the Issuer scheduled to take place in 2019.
In
addition, pursuant to the Voting and Lock-Up Agreement, the Reporting Persons may not sell or otherwise dispose of any shares
of the Common Stock of the Issuer before August 4, 2018.
No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of,
or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a
continuing basis.
ITEM 5. Interest in Securities
of the Issuer
(a)-(b) The
Advisor and Phillip Hempleman may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
to be the beneficial owner of an aggregate of 15,681,580 shares of Common Stock as of February 5, 2017, which represent 14.61%
of the Issuer’s outstanding shares of Common Stock.
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 15,681,580
(iii)
Sole power to dispose of or direct the disposition: 0
(iv)
Shared power to dispose of or direct the disposition: 15,681,580
