Page 7 of 10 – SEC Filing
(e) Other than as set forth herein, no Reporting Person has, during the last five years,
been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws. Lone Star Value Management and Mr. Eberwein
are each subject to a Securities and Exchange Commission (“SEC”) administrative order, dated February 14, 2017 (File
No. 3-17847), relating to alleged violations of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)
and the rules promulgated thereunder, including failing to disclose the members of a stockholder group, and further allegations
that Mr. Eberwein violated Section 16(a) of the Exchange Act and the rules promulgated thereunder, including failing to timely
file initial statements of beneficial ownership on Form 3 and changes thereto on Form 4. Without admitting or denying any violations,
(i) Lone Star Value Management agreed to cease and desist from committing or causing any violations of Section 13(d) of the Exchange
Act and Rules 13d-1 and 13d-2 promulgated thereunder, and paid a civil penalty of $120,000 to the SEC and (ii) Mr. Eberwein agreed
to cease and desist from committing or causing any violations of (x) Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2
promulgated thereunder and (y) Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder, and paid a civil
penalty to the SEC in the amount of $90,000.
(f) Mr. Eberwein is a citizen of the United States of America.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to
read as follows:
The 2,811 Shares
directly owned by Lone Star Value GP were acquired upon a pro rata in-kind distribution from Lone Star Value Investors to its partners.
Of the 503,841
Shares directly owned by Mr. Eberwein (i) 378,841 Shares were acquired upon a pro rata in-kind distribution from Lone Star Value
Investors to its partners, (ii) 112,500 Shares were acquired upon a transfer of such Shares from Lone Star Value Co-Invest I, LP
(“Lone Star Value Co-Invest I”), of which Mr. Eberwein is the sole investor and sole owner, and (iii) 12,500
Shares were acquired upon the vesting of certain Restricted Stock Units awarded to Mr. Eberwein in connection with his service
as the Chairman of the Issuer’s Board of Directors (the “Board”). In addition, Mr. Eberwein has been awarded
12,500 Restricted Stock Units in connection with his service as Chairman of the Board, which do not vest until August 8, 2018.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to
read as follows:
The aggregate percentage of Shares reported
owned by each person named herein is based upon 19,977,984 Shares outstanding as of August 1, 2017, as reported in the Issuer’s
Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 4, 2017.
A. | Lone Star Value Investors |
(a) | As of September 14, 2017, Lone Star Value Investors did not beneficially own any Shares. |
Percentage: 0%
(b) | 1. Sole power to vote or direct vote: 0 | |
2. Shared power to vote or direct vote: 0 | ||
3. Sole power to dispose or direct the disposition: 0 | ||
4. Shared power to dispose or direct the disposition: 0 |