Page 6 of 11 – SEC Filing
ITEM 4. | Purpose of Transaction. |
Each of the Ordinary Shares of the Company
that are indicated herein were acquired for investment purposes. Based on a review of the investment, certain of the Reporting
Persons may, in the open market or otherwise, acquire, cause to be acquired, dispose of, or cause to be disposed of, a material
portion of Ordinary Shares or other securities of the Company, or derivatives or other instruments related to the securities of
the Company.
Except as set forth in this Schedule 13D,
none of the Reporting Persons has any plans or proposals that relate to any of the matters referred to in paragraphs (a) through
(j) of the instructions to Item 4 of Schedule 13D.
ITEM 5. | Interest in Securities of the Issuer. |
(a) (i) Caxton Corporation is the Manager
of CDK Associates, L.L.C. and as such, has voting and dispositive power with respect to the 7,202,433 Ordinary Shares beneficially
owned by CDK Associates, L.L.C., and may be deemed to have voting and dispositive power with respect to the 412,561 Ordinary Shares
beneficially owned by employees of an affiliate of Caxton Corporation. The 7,202,433 Ordinary Shares beneficially owned by CDK
Associates, L.L.C. represent 5,102,433 Ordinary Shares and 2,100,000 Warrants (as described in Item 6 below). The 412,561 Ordinary
Shares beneficially owned by employees of an affiliate of Caxton Corporation represent 292,561 Ordinary Shares and 120,000 Warrants.
As a result, Caxton Corporation may be deemed to beneficially own 7,614,994 Ordinary Shares, representing approximately 18.1% of
the 39,812,344 Ordinary Shares outstanding as of October 2, 2017, as reported in the Prospectus filed by the Issuer on October
3, 2017. The percentages used herein and in the rest of this Schedule 13D are calculated based upon such number of outstanding
Ordinary Shares, as adjusted to reflect the exercise of warrants held by the Reporting Persons.
Caxton Corporation disclaims beneficial
ownership of the Ordinary Shares owned directly by CDK Associates, L.L.C., and employees of an affiliate of Caxton Corporation,
except to the extent of its pecuniary interest therein.
(ii) CDK
Associates, L.L.C. beneficially owns 7,202,433 Ordinary Shares, representing approximately 17.2% of the total Ordinary Shares issued
and outstanding.
(iii) Mr.
Kovner is the Chairman and sole shareholder of Caxton Corporation, the Manager of CDK Associates, L.L.C. and as a result may be
deemed to beneficially own 7,614,994 Ordinary Shares beneficially owned by CDK Associates, L.L.C. and employees of an affiliate
of Caxton Corporation, representing approximately 18.1% of the total Ordinary Shares issued and outstanding.
Mr. Kovner disclaims beneficial ownership
of the Ordinary Shares owned directly by CDK Associates, L.L.C. and employees of an affiliate of Caxton Corporation, except to
the extent of his pecuniary interest therein.
(b) CDK
Associates, L.L.C. may be deemed to share voting and dispositive power over 7,202,433 Ordinary Shares. Caxton Corporation and Mr.
Kovner, as Chairman and sole shareholder of Caxton Corporation, the Manager of CDK Associates, L.L.C., may be deemed to share voting
and dispositive power over 7,202,433 Ordinary Shares beneficially owned by CDK Associates, L.L.C., and 412,561 Ordinary Shares
beneficially owned by employees of an affiliate of Caxton Corporation.
(c) No
transactions in the Ordinary Shares were effected by the Reporting Persons during the past 60 days.