Page 6 of 9 – SEC Filing
| CUSIP No. 00547W208 | SCHEDULE 13D | Page 6 of 9 |
| Item 4. | Purpose of the Transaction† |
The Reporting Persons intend to hold the
Common Stock for investment purposes. As discussed above in Item 3, pursuant to the Stock Purchase Agreement, as amended
by the First SPA Amendment, the Second SPA Amendment and the Third SPA Amendment, Eses acquired a total of thirty million three
hundred twenty (30,000,320) shares of Common Stock.
Under the Stock Purchase Agreement, Eses
was obligated to purchase an additional ten million (10,000,000) shares of Common Stock at the second milestone closing (the “Second
Milestone Closing”) to the extent that the applicable milestones and customary closing conditions specified in the Stock
Purchase Agreement were satisfied. Under the Second SPA Amendment, subject to certain conditions, either party may terminate
the Stock Purchase Agreement if the milestones applicable to the Second Milestone Closing were not met by March 31, 2012 (the “outside
date”). Prior to the Second SPA Amendment, the outside date for the Second Milestone Closing was December 31,
2011. The Second Milestone Closing was not consummated and the Company served Eses with a notice of termination of the Stock Purchase
Agreement, dated April 30, 2012.
The Reporting Persons may also acquire additional
shares of the Company’s Common Stock from time to time in open market or in privately negotiated transactions, provided such
acquisitions are on terms deemed favorable by the Reporting Persons. Alternatively, the Reporting Persons may from time to time
sell all or a portion of their shares of Common Stock in open market or in privately negotiated transactions, provided that such
sales are in compliance with applicable laws and on terms deemed favorable to the Reporting Persons.
Except as set forth herein, the Reporting
Persons have no plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of
assets of the Company or of any of its subsidiaries; (d) any change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e)
any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s
business or corporate structure; (g) any change in the Company’s charter, bylaws or instruments corresponding thereto or
other action which may impede the acquisition of control of the Company by any person; (h) a class of securities of the Company
being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated in (a) through (i)
above.
| Item 5. | Interest in Securities of the Issuer‡ |
(a) The Reporting Persons beneficially
own 1,635,312 shares of Common Stock, or approximately 10.8% of the outstanding Common Stock. The shares of Common Stock beneficially
owned by the Reporting Persons are held directly by Eses. The beneficial ownership percentages reported herein are based upon the
15,077,605 shares of Common Stock outstanding as of April 11, 2016 (based on the Company’s (i) annual report on Form 10-K
filed with the SEC on March 23, 2016, indicating that 13,459,061 shares of Common Stock were outstanding as of March 23, 2016 and
(ii) current report on Form 8-K filed with the SEC on April 12, 2016, indicating that 1,618,544§
shares of Common Stock were issued on April 11, 2016 (the “USC Closing Date”) pursuant to the Agreement and
Plan of Merger, dated as of March 28, 2016, by and among the Company, US Compounding, Inc., Ursula MergerSub Corp., and Eddie Glover,
as Stockholders’ Representative (the “Merger Agreement”).
| † | Shares of Common Stock reported under this item do not reflect the 1-for-17 reverse stock split effected by the Company on December 12, 2013. |
| ‡ | Shares of Common Stock reported under this item reflect the 1-for-17 reverse stock split effected by the Company on December 12, 2013. |
| § | (i) 300,000 of such shares are to be held in escrow for a period of three years after the USC Closing Date to satisfy indemnification obligations under the Merger Agreement and (ii) 750,000 of such shares are to be held in escrow and released over a period of three years after the USC Closing Date subject to certain conditions. |
