Page 7 of 10 – SEC Filing
Item 4. Purpose of Transaction
(a)(j) The Reporting Persons acquired the shares of Common Stock reported in this Statement based on their belief that such shares, when
acquired, represented an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and in connection therewith, may discuss with the Issuer ways in which shareholder value may be
increased, which may include discussions regarding the assets, business, strategy, financial condition and/or operations of the Issuer.
Subject to applicable law and regulations and, depending upon certain factors, including general market and investment conditions, the
financial performance and strategic direction of the Issuer, and the availability of shares of Common Stock at prices that would make the purchase of such shares desirable, the Reporting Persons may increase their position in the Issuer through, the
exercise of the Warrant, the purchase of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons deem advisable. In addition, the Reporting Persons may, from time to
time and at any time, acquire other equity, debt, notes, instruments or other securities of the Issuer (collectively with the Common Stock, Securities) in the open market or otherwise. The Reporting Persons reserve the right in the
future to dispose of any or all of their Securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Securities.
Based on the above discussions with the Issuer and subject to the factors described above, the Reporting Persons may nominate or recommend
candidates to serve on the board of directors of the Issuer (the Board); have discussions with other shareholders and potential nominees to the Board; make additional proposals to the Issuer concerning changes to the strategy,
capitalization, ownership structure, operations, governance structure or Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Issuer; or change their intention with respect to any and all matters referred to in
this Item 4.
On April 14, 2017, Mr. Drapkin was elected to the Board; Mr. Drapkin was elected to the Board pursuant to the
appointment rights of certain funds managed by MAST Capital Management, LLC.
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) or Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein.
Item 5. Interest in Securities of the Issuer
(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 are issuable upon exercise of the Warrant.
| 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. |
