Page 8 of 9 – SEC Filing
| Item 5. | Interest in Securities of the Issuer. |
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 2,732,682 Shares outstanding as of November
6, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 13, 2017.
As of the close of
business on the date hereof, Bandera Master Fund directly held 258,256 Shares, constituting approximately 9.5% of the Shares outstanding.
By virtue of their respective relationships with Bandera Master Fund as discussed in further detail in Item 2, each of Bandera
Partners, Mr. Bylinsky and Mr. Gramm may be deemed to beneficially own the Shares directly held by Bandera Master Fund.
(b) Bandera
Partners may be deemed to have the sole power to vote and dispose of the Shares directly held by Bandera Master Fund. As Managing
Partners, Managing Directors and Portfolio Managers of Bandera Partners, each of Messrs. Bylinsky and Gramm may be deemed to have
the shared power to vote and dispose of the Shares directly owned by Bandera Master Fund.
(c) Except
as otherwise disclosed herein, there have been no transactions in the securities of the Issuer during the past sixty days by the
Reporting Persons. On November 16, 2017, Bandera Master Fund purchased an aggregate of 221,784 Shares from Cross Atlantic at a
price of $8.00 per Share pursuant to the Stock Purchase Agreement.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On November 16, 2017,
the Reporting Persons and the Issuer entered into the Agreement as defined and described in Item 4 above and attached as Exhibit
99.1 hereto.
On November 16, 2017,
Bandera Master Fund and Cross Atlantic entered into the Stock Purchase Agreement. Pursuant to the Stock Purchase Agreement, Bandera
Master Fund purchased an aggregate of 221,784 Shares from Cross Atlantic for aggregate consideration of 1,774,272. The foregoing
description of the Stock Purchase Agreement is qualified in its entirety by reference to the Stock Purchase Agreement, which is
attached as Exhibit 99.2 hereto and is incorporated herein by reference.
On November 17, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer (the “Joint Filing Agreement”).
A copy of the Joint Filing Agreement is attached as Exhibit 99.3 hereto and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Agreement, dated November 16, 2017. |
| 99.2 | Stock Purchase Agreement, dated November 16, 2017. | |
| 99.3 | Joint Filing Agreement, dated November 17, 2017. |
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