Page 6 of 10 – SEC Filing
Item 4. Purpose of Transaction.
The Reporting Persons have expressed interest to Company management that the Reporting Persons are potentially interested in appointing a representative to join the board of directors of the Company.
The Reporting Persons purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although Reporting Person has no specific plan or proposal to acquire additional Common Stock or dispose of the Common Stock, consistent with its investment purpose, Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations. The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.
Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer.
Except to the extent the foregoing may be deemed a plan or proposal, Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
| (a) | Based upon the Issuer’s quarterly report on Form 10-Q filed on February 9, 2017, there were 7,781,285 shares outstanding as of February 1, 2017. Based on the foregoing, the shares beneficially owned, in total, represent approximately 17% of the shares issued and outstanding. Of the shares beneficially owned, Mr. Peterson may be deemed the beneficial owner of 1,321,019 shares of Common Stock held for the account of the MCF. TMG may be deemed the beneficial owner of 1,321,019 shares of Common Stock held for the account of MCF. MCF may be deemed the beneficial owner of 1,321,019 shares of Common Stock that it holds. |
| (b) | The information set forth in Rows 7 through 10 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 5(b) for each such Reporting Person. |
| (c) | Transactions effected by TMG on behalf of MCF for the past 60 days are listed in Exhibit A. Each of the transactions were executed through TD Ameritrade. The Reporting Persons undertake to provide, upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which each of the individual transactions were effected. |
| CUSIP No. 65373J209 | 13D | Page 6 of 10 Pages |
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