Page 9 of 13 – SEC Filing
*As calculated in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended, Sabby Management and Hal Mintz each beneficially own 407,201 Shares of
the Issuer, representing approximately 9.99% of the issued and outstanding Shares, based on 4,076,089 shares
issued and outstanding on November 10, 2017. Sabby Management and Hal Mintz do not directly own any Shares, but each indirectly
owns 407,201 shares of Common Stock. Sabby Management indirectly owns 407,201 shares of Common Stock because it serves as the investment
manager of Sabby Healthcare and Sabby Volatility, which directly hold 335,105 Shares and 72,096 Shares, respectively. Mr. Mintz
indirectly owns 407,201 shares of Common Stock in his capacity as manager of Sabby Management. Excluded
from each Reporting Person’s beneficial ownership are an aggregate of 7,947,182 shares of Common Stock underlying certain
securities including: (i) 859,306 shares of Common Stock underlying warrants owned by Sabby Healthcare, (ii) 4,971,375 shares of
Common Stock issuable upon conversion of Series C Convertible Preferred Stock owned by Sabby Healthcare, (iii) 179,327 shares of
Common Stock underlying warrants owned by Sabby Volatility, and (iv) 1,937,174 shares of Common Stock issuable upon conversion
of Series C Convertible Preferred Stock owned by Sabby Volatility (excluded warrants and Series C Convertible Preferred Stock,
collectively, the “Excluded Securities”). The Excluded Securities are not beneficially owned by the Reporting Persons
due to the beneficial ownership limitation in the form of a conversion cap that precludes the Reporting Persons from converting
or exercising, as applicable, such Excluded Securities, to the extent that the Reporting Persons would, after such conversion or
exercise, collectively beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended) in excess of 9.99% of the shares of Common Stock outstanding. The Reporting Persons may choose to convert or exercise,
as applicable, the Excluded Securities, while continuing to comply with such beneficial ownership limitation.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The Reporting Persons have entered
into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 1 (which
is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k) under the Act.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 — Joint
Filing Agreement, dated January 2, 2018, among Sabby Healthcare Master Fund, Ltd., Sabby Volatility Warrant Master Fund, Ltd.,
Sabby Management, LLC and Hal Mintz
Exhibit 2 — Letter
to the Board of Directors of the Issuer, dated January 2, 2018
