Page 5 of 8 – SEC Filing
CUSIP No. 67012D106
ITEM 5. Interest in Securities of the Issuer.
(a), (b) Pursuant to the Amended and Restated Option Agreement
issued in connection with the Mergers and pursuant to the Merger
Agreement, Avon has the option to purchase 2,725,836 Common Shares
of the Issuer from Mr. McCarthy, and 1,593,021 Common Shares of the
Issuer from Dr. Nathan. The Amended and Restated Option Agreement
expires on March 21, 2019. Pursuant to the Avon Warrant, Avon also
has a warrant to purchase 121,247 Common Shares of the Issuer. The
Avon Warrant expires on March 16, 2019. Each Reporting Person disclaims beneficial
ownership with respect to any Common Shares other than the shares
owned directly and of record by such Reporting Person, except to
the extent of any pecuniary interest therein with respect to each
such Reporting Person.
As the general partner of Avon, Mr. Berman may be deemed to share
with Avon (and not with any third party) the power to vote or
direct the vote of and to dispose or direct the disposition of the
4,440,104 Common Shares in the aggregate beneficially owned by
Avon.
The Reporting Persons may be deemed to be the beneficial owner with
shared voting and dispositive power of 4,440,104 Common Shares in
the aggregate, or 31.6% of the class of securities, as previously
disclosed in the Form 4 filed with the SEC on August 30, 2017 by
the Reporting Persons (the “Form 4”).
The calculation of percentage ownership is based on 13,933,991
Common Shares outstanding as of the closing of the Mergers on
August 28, 2017, as reported by the Issuer’s Transfer Agent
on August 31, 2017, plus the 121,247 Common Shares issuable upon
the exercise of the Avon Warrant. The 4,318,857 shares in the
aggregate underlying the Amended and Restated Option Agreement are
already outstanding as 2,725,836 Common Shares are held by Mr.
James McCarthy and 1,593,021 Common Shares are held by Dr. Richard
Nathan, respectively, and are therefore already included in the
issued and outstanding number of Common Shares of the Issuer as
reported by the Transfer Agent.
(c) During the last 60 days, the following transactions in the
Issuer’s Common Shares by the Reporting Persons occurred, as
previously reported in the Form 4 as filed with the
SEC:
Avon Road Partners, L.P.
| Trade Date | | Right to Acquire Common Shares | | Price Per Share ($) |
| 8/28/2017 | | 2,725,836 | | N/A – Exchanged for KSI McCarthy Option to Purchase in the Mergers pursuant to the Merger Agreement |
| 8/28/2017 | | 1,593,021 | | N/A –Exchanged for KSI Nathan Option to Purchase in the Mergers pursuant to the Merger Agreement |
| 8/28/2017 | | 121,247 | | N/A – Exchanged for the KSI Avon Warrant to Purchase in the Mergers pursuant to the Merger Agreement |
Other than the foregoing, no transactions in the Issuer’s
Common Shares have been effected by the Reporting Persons in the
last sixty (60) days.
(d) and (e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationship with Respect to the Securities of the
Issuer.
No contracts, arrangements, understandings, or relationships (legal
or otherwise) exist between Mr. McCarthy and any person with
respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any of the securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving
or withholding of proxies, except for the Amended and Restated Avon
Road Option Agreement as set forth above in Item 3 and Item 5 and
incorporated herein by reference.
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