Page 7 of 9 – SEC Filing
Item 5. Interest in Securities of the Issuer
Item 5 is amended and supplemented to add the following information for updating as of the date hereof:
(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 2,402,792 shares of Common Stock, which represent
approximately 9.5% of the outstanding shares of Common Stock.1 The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 25,405,631 shares of Common
Stock outstanding, which is derived by adding (i) 24,139,631 shares of Common Stock outstanding as of September 1, 2017, as reported in the Issuers Form 10-K filed with the Securities and Exchange Commission on September 19,
2017, and (ii) 1,266,000 shares of Common Stock which were issued to the Managed Account on October 4, 2017 upon exercise of the Warrant.
Northern Right QP beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of)
1,136,792 shares of Common Stock (the QP Shares), which represent approximately 4.5% of the outstanding shares of Common Stock.
On September 18, 2017 (the Issuance Date), the Issuer issued to Northern Right Management a warrant (the
Warrant), whereby Northern Right Management or not more than five of its affiliated funds or managed accounts had the right to purchase up to 1,266,000 shares of the Common Stock. On September 29, 2017, Northern Right Management
exercised the Warrant in full for 1,266,000 shares of Common Stock on behalf of the Managed Account, as its designee. Northern Right Capital and the Issuer agreed that the exercise price was $3.6116 per share, calculated as the simple average of the
Weighted Average Price (as defined in the Warrant) of the Common Stock on the principal securities market on which the Common Stock is traded for the ten (10) consecutive trading days ending on and including October 3, 2017. On
October 4, 2017, such exercise price was paid and such shares of Common Stock were issued.
As general partner of Northern Right QP,
Northern Right Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the QP Shares. Northern Right Management disclaims beneficial ownership of the QP Shares.
Northern Right Management in its capacity as investment manager for the Managed Account may be deemed to have the sole power to vote or direct the vote of (and the power to dispose or direct the disposition of) the 1,266,000 shares of the Common
Stock held by the Managed Account, which represent approximately 5.0% of the outstanding shares of Common Stock.
BCA, as general partner
of Northern Right Management, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by
Northern Right Management; BCA disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.
Mr. Drapkin, as managing member of BCA, may be deemed to have the shared power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by BCA; Mr. Drapkin disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
As of the date hereof, no Reporting Person beneficially owns any shares of Common Stock other than those set forth in this Item 5.
| 1 | Excludes 19,231 restricted stock units, which (i) were issued to Mr. Drapkin on May 18, 2017, in consideration of his service on the Board, (ii) are currently unvested and will not vest within 60 days of the date of this Statement and (iii) will vest in full on April 14, 2018, contingent upon continued service of Mr. Drapkin as a member of the Board. |
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