Page 6 of 8 – SEC Filing
Mr. Steinberg directly holds 64,584 shares of Common Stock. In addition, Mr. Steinberg,
as the principal of MAST Capital, may be deemed to beneficially own the 2,366,718 shares of Common Stock which are beneficially owned (or may be deemed to be beneficially owned) by MAST Capital. The total shares of Common Stock which
Mr. Steinberg beneficially owns (or may be deemed to beneficially own) are 2,431,302, representing approximately 9.9% of the issued and outstanding shares of Common Stock of the Issuer.
MAST Capital and Mr. Steinberg disclaim beneficial ownership of the Common Stock held by the MAST Accounts except to the extent of their
pecuniary interest therein. Mr. Steinberg declaims beneficial ownership of the Common Stock held by MAST Capital except to the extent of his pecuniary interest therein.
(b) MAST Capital and Mr. Steinberg have the shared power to vote and dispose of the Common Stock owned by the MAST Accounts and MAST
Capital reported in this Schedule 13D. Mr. Steinberg has the sole power to vote and dispose of the Common Stock directly owned by him reported in this Schedule 13D.
The filing of this Schedule 13D shall not be construed as admission that MAST Capital or Mr. Steinberg is, for the purposes of
Section 13(d) or 13(g) of the Act, or otherwise, the beneficial owner of any of the 1,947,735 shares of Common Stock owned by the MAST Accounts or that Mr. Steinberg is, for the purposes of Section 13(d) or 13(g) of the Act, or
otherwise, the beneficial owner of any of the shares of Common Stock owned by MAST Capital. Pursuant to Rule 13d-4, MAST Capital and Mr. Steinberg disclaim all such beneficial ownership.
(c) Pursuant to, and in consideration of the agreements set forth in, the Separation Agreement, on the Effective Date, the Issuer issued (i)
54,733 shares of Common Stock to MAST Capital and (ii) the New Warrant to MAST Capital (in the amount set forth in Item 5(a)).
(d)
The 1,947,735 shares of Common Stock held by the MAST Accounts consists of the following amounts: 1,947,735 shares of Common Stock held by Mast Admiral Master Fund LP.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Reference is made to the
Separation Agreement as described above under Item 4 and attached hereto as Exhibit 99.1.
Reference is made to the New Warrant as
described above under Item 5(a) and attached hereto as Exhibit 99.2.
On September 18, 2017, the Issuer and Mast Capital entered into
a Share Registration Agreement (the Share Registration Agreement) pursuant to which the Issuer granted to Mast Capital (i) demand registration rights exercisable following the first anniversary of the Effective Date if the New
Warrant has been exercised, and (ii) piggy-back registration rights with respect to shares of Common Stock issued or issuable pursuant to the Separation Agreement. This description of the Share Registration Agreement is qualified in its
entirety by reference to the full text of the Share Registration Agreement, which is attached as Exhibit 99.3 hereto and incorporated by reference herein.
