Page 18 of 21 – SEC Filing
CUSIP NO. 141743104 | 13D | Page 18 of 21 |
(vi) By virtue of his relationship to HCP Fund and
Hybrid Fund, Mr. Cohen may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by each of
the Funds. In addition, Mr. Cohen is the beneficial owner of (A) 2,298,103 shares of Common Stock underlying the current principal
amount of the 2015 Note purchased by him under the Fifth Amendment (including interest paid or payable in kind through March 31,
2018) and (B) 501,025 shares of Common Stock that he has a right to acquire upon exercise of his 2015 Warrant; and
(vii) By virtue of his relationship to HCP Fund and
Hybrid Fund, Mr. Healey may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by each of
the Funds. In addition, Mr. Healey is the beneficial owner of (A) 1,693,588 shares of Common Stock underlying the current principal
amount of the 2015 Note purchased by him under the Fifth Amendment (including interest paid or payable in kind through March 31,
2018) and (B) 369,231 shares of Common Stock that he has a right to acquire upon exercise of his 2015 Warrant.
The filing of this Statement shall not be construed
as an admission that any of the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act
of 1934, as amended, the beneficial owner of any of the shares of Common Stock owned by the Funds or any other Reporting Person.
Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership.
(b) The information
in Items 7 through 10 of each cover page to this Statement is incorporated by reference into this Item 5(b).
(c) Except as set forth
in this Amendment, including under Item 6 below, the Reporting Persons have effected no transactions relating to the Common Stock
during the past 60 days.
(d)-(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented as follows:
On February 23, 2018, the Issuer, Mr. Lightcap, and certain
other investors (including the Funds in their capacity as the Majority Holders approving the transactions and not as investors)
entered into the Eighth Amendment to Note and Warrant Purchase Agreement (the “Eighth Amendment”), pursuant to which
the Company sold and issued, for an aggregate of $2,050,000 in cash, (i) additional notes in the aggregate principal amount of
$2,050,000, with a conversion price per share equal to $0.05 (subject to adjustment as described therein) and a maturity date of
February 22, 2028 (the “Eighth Amendment Supplemental Notes”) and (ii) additional warrants to purchase an aggregate
of up to 512,000 shares of Common Stock at an exercise price per share equal to $0.05 (subject to adjustment as described therein)
and with an expiration date of February 23, 2028 (the “Eighth Amendment Supplemental Warrants”). Of this amount, Mr.
Lightcap purchased Eighth Amendment Supplemental Notes with an initial principal amount of $250,000 (referred to in this statement
as the “2018 Notes”) and Eighth Amendment Supplemental Warrants to purchase 62,500 shares of Common Stock (referred
to in this Statement as the “2018 Warrants”).
This summary is qualified in its entirety by reference to the
Eighth Amendment, the 2018 Notes and the 2018 Warrants, each of which is included as an exhibit to this Statement and is incorporated
by reference herein.