Page 8 of 12 – SEC Filing
| CUSIP No. 253031108 | 13D | Page 8 of 12 |
anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial market and industry
conditions, other investment and business opportunities available to the Reporting Persons, tax considerations and other factors.
Other than as described
above, the Reporting Persons currently have no plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although the Reporting
Persons may from time to time consider pursuing or proposing any such transactions and, in that connection, may discuss, evaluate and/or pursue any such transactions with their advisors, the Issuer or other persons).
| Item 5. | Interest in Securities of the Issuer |
The information set forth in or incorporated by reference in Items
2, 3 and 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
(a) (c) The percentage of
the Issuers outstanding shares of Common Stock held by the Reporting Persons is based on 20,794,193 shares of Common Stock outstanding as of March 29, 2017, as reported by the Issuer in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2017.
As further described in Item 3 of this
Schedule 13D, BC LS purchased 226,139 shares of Redeemable Convertible Preferred Stock in the Private Placement. Pursuant to the terms of the Certificate of Designation, such shares became immediately subject to conversion into 7,088,996 shares of
Common Stock at the sole discretion of BC LS. Accordingly, pursuant to Rule 13d-3 of the Act, BC LS may be deemed to beneficially own 7,088,996 shares of Common Stock, which constitutes approximately 25.4% of
the outstanding Common Stock of the Issuer.
As further described in Item 3 of this Schedule 13D, BCIP LS purchased 23,861 shares of Redeemable
Convertible Preferred Stock in the Private Placement. Pursuant to the terms of the Certificate of Designation, such shares became immediately subject to conversion into 747,993 shares of Common Stock at the sole discretion of BCIP LS. Accordingly,
pursuant to Rule 13d-3 of the Act, BCIP LS may be deemed to beneficially own 747,993 shares of Common Stock, which constitutes approximately 3.5% of the outstanding Common Stock of the Issuer.
(d) Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The information set forth in or incorporated by reference in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.
Purchase Agreement
In connection with the
Board representation rights referred to in Item 4 of this Schedule 13D, and pursuant to the terms of the Purchase Agreement, the Issuer agreed to waive certain corporate opportunities with respect to the Reporting Persons, including that the
Reporting Persons, and all of their respective partners, principals, directors, officers, members, managers, managing directors, operating partners and/or employees, including Dr. Koppel, have no fiduciary duty to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as the Issuer or any of its subsidiaries.
