Page 12 of 15 – SEC Filing
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| | (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| | (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On March 24, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On March 23, 2017, Leon Partners and the Issuer entered into a confidentiality agreement (the “Confidentiality Agreement”) in connection with a possible negotiated transaction (the “Transaction”), pursuant to which Leon Partners has agreed to certain standstill provisions. The standstill provisions include limitations on the ability of Leon Partners and its controlled affiliates and associates to (i) acquire any securities or material assets of the Issuer other than pursuant to the Transaction, (ii) enter into or facilitate any merger, business combination or other extraordinary transaction involving the Issuer other than the Transaction, (iii) make, participate or engage in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Issuer, (iv) form, join or in any way participate in a “group” with respect to any voting securities of the Issuer, other than any group in existence as of the date of the Confidentiality Agreement or with certain existing equity financing sources and/or strategic partners, (v) call a special meeting of the shareholders, (vi) otherwise act to seek to control or influence the management or the policies of the Issuer, (vii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing, or (viii) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with the foregoing, although the foregoing does not prevent Leon Partners from submitting confidential proposals to the Issuer with respect to a Transaction. The standstill provisions expire one year from the date of the Confidentiality Agreement.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1 | Joint Filing Agreement by and among Chimera Capital Investments, LLC, Chimera Capital, LLC, LCG Liquid Holdings, LLC, LCG Alternative Holdings, LLC, Leon Capital Partners, LLC and Fernando De Leon, dated March 24, 2017. |
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