Page 6 of 8 – SEC Filing
(a) and (b) Information about the number and percentage of Shares beneficially owned by the
Reporting Persons is set forth in Item 1 of this Amendment No. 1, and that information is incorporated by reference herein.
Hudson
Executive, as the investment adviser to the HEC Funds, may be deemed to share power to vote or direct the vote of (and share power to dispose or direct the disposition of) the Subject Shares.
Management GP, as the general partner of Hudson Executive may be deemed to share power to vote or direct the vote of (and share power to
dispose or direct the disposition of) the Subject Shares.
By virtue of his role with respect to Hudson Executive and Management GP,
Mr. Braunstein may be deemed to share power to vote or direct the vote of (and share power to dispose or direct the disposition of) the Subject Shares and, therefore, each of Mr. Braunstein, Management GP and Hudson Executive may be deemed
to be a beneficial owner of the Subject Shares.
(c) No transactions in the Shares or related options were effected during the past 60 days
by or on behalf of any Reporting Person, except as described in Items 3, 5 and 6 of this Schedule 13D.
(d) The participating HEC Funds
have the right to receive dividends from, and the proceeds from the sale of, the Subject Shares. No other person is known to the Reporting Persons to have the right to receive of dividends from, or the proceeds from the sale of, the Subject Shares.
(e) Not applicable.
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Original Schedule 13D is amended and
supplemented as follows:
On March 16, 2018 the Issuer entered into a securities purchase agreement (the 2018 Securities
Purchase Agreement) for a private placement (the Placement) of shares of Series A Preferred Stock and Warrants to existing and new investors in the Issuer (the Investors), including a participating HEC
Fund. Pursuant to the 2018 Securities Purchase Agreement, the Reporting Persons caused the participating HEC Fund to acquire (i) 540,000 shares of Series A Preferred Stock convertible into 10,800,000 Shares, and (ii) Warrants exercisable for
4,725,000 Shares. The Series A Preferred Stock is convertible into Shares and holders of the Series A Preferred Stock are entitled to receive non-compounding dividends in additional shares of preferred stock,
at the rate of 12% per annum, subject to reduction in the event certain milestones are achieved. The Warrants have an exercise price of $1.40 per share. The exercise price and number of shares issuable upon exercise of the Warrants are subject to
adjustment for stock splits, stock dividends, combinations or similar events. The Warrant may be exercised for cash or on a cashless basis. The transaction closed on March 16, 2018 (the Closing Date).
In connection with the Placement, the Issuer also agreed to enter into a registration rights agreement (the 2018 Registration Rights
Agreement) with the Investors, requiring the Issuer to register the resale of the Shares underlying the Preferred Stock (as defined below) and the Warrants. Under the 2018 Registration Rights Agreement, the Issuer will be required to
prepare and file a registration statement with the Securities and Exchange Commission (the SEC) within 30 days of the Closing Date, and to use commercially reasonable efforts to have the registration statement declared
effective within 60 days if there is no review by the SEC, and within 90 days in the event of such review.
In addition, holders
of more than 50% of the Issuers outstanding Shares, including an HEC Fund, have entered into irrevocable agreements (the Voting Agreements) to vote their shares in connection with the Placement, which is expected to occur at
the Issuers 2018 Annual Stockholder Meeting.
On March 15, 2018, the Issuers Board of Directors elected Douglas L.
Braunstein, effective as of the closing of the Placement, to serve as a Class I director until the 2020 Annual Meeting of Stockholders, or his earlier death or resignation or until his successor is duly elected and qualified.
