Page 9 of 22 – SEC Filing
Dr. Jay currently owns
55,411 shares of Common Stock of the Issuer (the “Jay Shares”). Dr. Jay used his own funds to purchase the Jay
Shares. A trust of which Dr. Jay is a trustee and of which beneficiaries may be considered members of Dr. Jay’s family currently
owns 11,341 shares of Common Stock of the Issuer (the “Trust 1 Shares”) and such trust used its own funds to
purchase the Trust 1 Shares. A trust of which Dr. Jay is not the trustee and of which beneficiaries may be considered members of
Dr. Jay’s family currently owns 45,672 shares of Common Stock of the Issuer (the “Trust 2 Shares”) and such
trust used its own funds to purchase the Trust 2 Shares.
See Item 5 below for
information with respect to Great Point, Dr. Jay and Mr. Kroin.
| Item 4. | Purpose of Transaction |
The securities of the
Issuer were acquired for investment. Each of the Reporting Persons has recently determined to seek to influence the board of directors
of the Issuer to take more affirmative steps designed to maximize shareholder value, including encouraging management to make operational
changes and encouraging the Issuer to, if appropriate, evaluate strategic alternatives, as indicated by the letter dated February
6, 2017 from Great Point to the Issuer filed as Exhibit B hereto. None of the Reporting Persons has yet formulated any specific
plan to implement such new determination.
| Item 5. | Interest in Securities of the Issuer |
GPPC is the record holder
of the GPPC Shares. GPP I LP is the sole manager and controlling member of GPPC. GPP I GP is the general partner of GPP I LP. Great
Point is the investment manager of GPP I LP and by virtue of such status may be deemed to be the beneficial owner of the GPPC Shares.
The GPPC Shares constitute 18.47% of the aggregate shares of Common Stock outstanding, computed in accordance with Rule 13d-3.
Each of Great Point, GPP I LP, GPP I GP and GPPC shares voting and dispositive power with respect to the GPPC Shares. Notwithstanding
the above, each of Great Point, GPP I LP and GPP I GP disclaims beneficial ownership of the GPPC Shares, except to the extent of
its respective pecuniary interest therein.
Dr. Jay is the record
holder of the Jay Shares. Dr. Jay may be deemed to be the beneficial owner of the Trust 1 Shares because he is trustee of the trust
of which beneficiaries are members of his family. With respect to the Trust 2 Shares, Dr. Jay is not trustee of such trust but
the beneficiaries may be considered members of Dr. Jay’s family and these shares are being reported as beneficially owned
by Dr. Jay to comply with applicable rules to the extent, if any, that Dr. Jay may be deemed to indirectly influence the voting
or disposition of such shares. Dr. Jay, as senior managing member of Great Point, has voting and investment power with respect
to the GPPC shares, and therefore may be deemed to be the beneficial owner of the GPPC Shares. The Jay Shares, the Trust 1 Shares,
the Trust 2 Shares and the GPPC Shares collectively constitute 18.97% of the aggregate shares of Common Stock outstanding, computed
in accordance with Rule 13d-3. Dr. Jay has sole voting and dispositive power with respect to the Jay Shares and the Trust 1 Shares.
Dr. Jay shares voting and dispositive power with respect to the GPPC Shares. To the extent that Dr. Jay is deemed to indirectly
influence the voting or
