Page 11 of 14 – SEC Filing
This Amendment No. 18 is also being filed to reflect an increase in the number of Common Shares issuable to Race Navigation in connection with adjustments to the exercise price of the Warrants. Each Warrant currently has an exercise price of $0.83 and entitling its holder to purchase 3.00 Common Shares, as may be further adjusted. Pursuant to the terms of the Warrants, holders also have the right, but not the obligation, to, in any exercise of each Warrant, to designate the variable price being offered by the Issuer pursuant to a different security. The Issuer currently has outstanding Series C Convertible Preferred Stock that are convertible at the lower of (i) $3.75 or (ii) 75% of the lowest daily VWAP of the Common Shares for any trading day during the twenty-one (21) consecutive trading day period ending on, and including, the trading day immediately prior to the date of delivery of an exercise notice (but in no event can this variable exercise price be less than $0.25) (the “Conversion Ratio“) and buy a proportionate number of Common Shares based on the variable price in effect on the date of exercise. The Conversion Ratio is subject to certain adjustments in accordance with the terms of the Statement of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of the Issuer.
Further, this Amendment No. 18 is being filed to reflect an increase in the number of outstanding Common Shares of the Issuer following the issuance of an additional 2,349,084 Common Shares from February 28, 2017 through March 17, 2017 as a result of (i) exercises of the Warrants; (ii) conversions of the Issuer’s Series B Convertible Preferred Shares; and (iii) fixed request notices submitted in connection with the common stock purchase agreement dated February 2, 2017 between the Issuer and Kalani Investments Limited.
Item 4. Purpose of Transaction
The information set forth in Item 3 of this Amendment No. 18 is hereby incorporated herein by reference.
Other than as set forth above, there are no other material changes from the Schedule 13D/A filed with the Commission on March 1, 2017.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to read as follows:
(a. and b.) According to information received from the Issuer, as of March 17, 2017, there were 10,153,084 Common Shares issued and outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Common Shares:
Family Trading may be deemed to beneficially own 2,197,876 Common Shares, representing approximately 21.5% of the outstanding Common Shares. This percentage ownership is based on 10,218,144 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 10,153,084 Common Shares outstanding and (ii) 65,060 Common Shares issuable upon the conversion of $0.05 million of outstanding debt held by Family Trading under the Amended Family Trading Credit Facility. Family Trading has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 2,197,876 Common Shares. Family Trading has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 2,197,876 Common Shares.
Sovereign may be deemed to beneficially own 492,048 Common Shares, representing approximately 4.8% of the outstanding Common Shares. Sovereign has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 492,048 Common Shares. Sovereign has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 492,048 Common Shares.
Epsilon may be deemed to beneficially own 221,687 Common Shares, representing approximately 2.2% of the outstanding Common Shares. Epsilon has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 221,687 Common Shares. Epsilon has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 221,687 Common Shares.
Oscar may be deemed to beneficially own 157,000 Common Shares, representing approximately 1.5% of the outstanding Common Shares. Oscar has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 157,000 Common Shares. Oscar has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 157,000 Common Shares.
Race Navigation may be deemed to beneficially own 4,000,000 Common Shares, representing approximately 28.8% of the outstanding Common Shares. This percentage ownership is based on 13,903,084 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 10,153,084 Common Shares outstanding and (ii) 3,750,000 Common Shares issuable upon the exercise of all of the 1,250,000 Warrants currently held by Race Navigation. Race Navigation has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 4,000,000 Common Shares. Race Navigation has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 4,000,000 Common Shares.
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