Page 7 of 9 SEC Filing
GEF-PS beneficially owns in
the aggregate 333,206 GEF-PS Shares and 4,866 GEF-PS Preferred Shares. Such shares in the aggregate constitute 1.24% of the shares
of Common Stock outstanding, computed in accordance with Rule 13d-3. GEF-PS shares voting and dispositive power of the GEF-PS Shares
and GEF-PS Preferred Shares.
WS beneficially owns in the
aggregate 39,260 WS Shares and 701 WS Preferred Shares. Such shares in the aggregate constitute 0.15% of the shares of Common Stock
outstanding, computed in accordance with Rule 13d-3. WS shares voting and dispositive power of the WS Shares and WS Preferred Shares.
The foreoing does not include:
(i) Series A 6% preferred stock convertible into 3,912,012 shares, collectively owned by each of BMVF, BOVF, BIVF, GEF-PS, and
WS. The provisions of such preferred stock restrict the conversion of such preferred stock to the extent that, after giving effect
to such conversion, the holder of the preferred stock and its affiliates and any other person or entities with which such holder
would constitute a group would beneficially own in excess of 9.985% of the number of shares of Common Stock of the Issuer outstanding
immediately after giving effect to such conversion or exercise (the “Ownership Cap”). Therefore, the reporting persons
could be deemed to beneficially own such number of shares underlying such preferred stock as would result in total beneficial ownership
by such reporting persons up to the Ownership Cap.
Great Point is the investment
manager of each of BMVF, BIVF, BOVF, GEF-PS and WS and by virtue of such status may be deemed to be the beneficial owner of the
BMVF Shares, the BMVF Preferred shares, the BOVF Shares, the BOVF Preferred Shares, the BIVF Shares, the BIVF Preferred Shares,
the GEF-PS Shares, the GEF-PS Preferred Shares, the WS Shares and WS Preferred Shares. Each of Dr. Jay, as senior managing member
of Great Point, and Mr. Kroin, and special managing member of Great Point, has shared voting and investment power with respect
to the BMVF Shares, the BMVF Preferred shares, the BOVF Shares, the BOVF Preferred Shares, the BIVF Shares, the BIVF Preferred
Shares, the GEF-PS Shares, the GEF-PS Preferred Shares, the WS Shares and WS Preferred Shares and may be deemed to be the beneficial
owner of such shares. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BMVF Shares, the BMVF Preferred shares,
the BOVF Shares, the BOVF Preferred Shares, the BIVF Shares, the BIVF Preferred Shares, the GEF-PS Shares, the GEF-PS Preferred
Shares, the WS Shares and WS Preferred Sharesexcept to the extent of any pecuniary interest, and this statement shall not be deemed
to be an admission that they are the beneficial owners of such securities.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Not applicable.
Item 7. | Material to be Filed as Exhibits |
The following documents are
filed as exhibits and are incorporated herein.
EXHIBIT A: Joint Filing Agreement, dated as of February 26,
2016.