Page 8 of 10 – SEC Filing
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 has the right to purchase up to 1,266,000 shares of the Common Stock; provided, that Northern Right Management (or such a
designee) may not purchase Common Stock pursuant to the Warrant if such purchase would result in the Reporting Persons beneficially owning more than 9.9% of the outstanding Common Stock. As of the date hereof, all 1,266,000 shares of Common Stock
could be issuable upon exercise of the Warrant in compliance with such limitation. The Warrant is exercisable from the date that is ten (10) trading days following the Issuance Date up to and until the expiration of the one-year anniversary of the Issuance Date. The exercise price for the Warrant is 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 then traded for the ten (10) consecutive trading days ending on and including the trading day immediately prior to the date of the notice of exercise of the Warrant. The foregoing description of the Warrant is
qualified in its entirety by reference to the full text of the Warrant, which is attached as Exhibit 99.2 hereto and incorporated by reference herein.
Northern Right Management, as the holder of the Warrant, may be deemed to beneficially own and have the power to vote or to direct the vote of
(and the power to dispose or direct the disposition of) the 1,266,000 shares of Common Stock issuable pursuant to the Warrant, which represent approximately 5.0% of the outstanding shares of Common Stock. In addition, 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.
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.
(c) On the Issuance Date, the Issuer issued the Warrant to Northern Right Management (in the amount set forth
in Item 5(a), (b)).
(d) No person 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, the shares of Common Stock reported herein.
(e) Not applicable.
