Page 6 of 11 – SEC Filing
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares owned by
Broadfin Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market purchases, except for 1,631,079 Shares, which were acquired pursuant to a securities
offering dated November 27, 2012. The aggregate purchase price of the 4,278,819 Shares owned by Broadfin Master is approximately
$16,571,654, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
Following recent discussions
between the Reporting Persons and the Issuer in late March 2018, the Issuer indicated to the Reporting Persons that the Nominating
and Corporate Governance Committee (the “Nominating Committee”) of the Issuer’s board of directors (the “Board”)
would be considering the addition of a stockholder representative to the Board. On April 5, 2018, the Reporting Persons were informed
that the Nominating Committee had decided not to proceed with the appointment of a stockholder representative. The Reporting Persons
believe that the Board would benefit from the addition of new directors, and the Reporting Persons intend to engage in discussions
with the Issuer regarding board structure and composition. The Reporting Persons understand from their advisors that the Issuer
has provided notification to Broadridge of a June 21st date for the Issuer’s 2018 annual meeting of stockholders
(the “2018 Annual Meeting”). Pursuant to the Issuer’s Second Amended and Restated Bylaws (the “Bylaws”),
the deadline for stockholder nominations of candidates for election as directors of the Issuer at an annual meeting of stockholders
is 60 days prior to the date of such meeting, or April 22nd for the 2018 Annual Meeting. The Reporting Persons hope
to engage in constructive dialogue with the Issuer regarding stockholder representation on the Board. In the event that the Reporting
Persons and the Issuer cannot reach a mutually agreeable resolution, the Reporting Persons reserve their rights to nominate candidates
for election as directors of the Issuer at the 2018 Annual Meeting . The Reporting Persons would
view any attempt by the Issuer to advance the date of the 2018 Annual Meeting, and the corresponding nomination deadline, as a
clear attempt to block stockholder nominations at the 2018 Annual Meeting and a manipulation of the Issuer’s corporate machinery
to disenfranchise its stockholders.
The Reporting Persons
look forward to engaging in discussions with the Issuer regarding board structure and composition, the Issuer’s financial
position, any capital-raising activities that the Issuer may contemplate or undertake, and, generally, means to enhance stockholder
value.
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) of Item
4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any
of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of
the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes
to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions
involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational
performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or
similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with
respect to any and all matters referred to in Item 4.
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