Page 13 of 15 – SEC Filing
| CUSIP No. 785135104 | 13D | Page 13 of 14 |
(d) and (e). Not Applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
Each of the Reporting
Persons are a party to a Joint Filing Agreement, dated as of July 24, 2017 (the “13D Joint Filing Agreement”), pursuant
to which the parties agreed to jointly file this Schedule 13D and any and all amendments and supplements thereto with the Commission.
The 13D Joint Filing Agreement is filed herewith as Exhibit 1 and is incorporated herein by reference in its entirety in
this response to Item 6.
On July 19, 2017,
the Issuer entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named
therein (the “Purchasers”), pursuant to which the Issuer agreed to sell and issue an aggregate of 2,685,000
shares of its Common Stock (the “Shares”) at a purchase price of $4.00 per share, for aggregate gross proceeds of
$10.74 million. Wynnefield Partners, Wynnefield Partners I and Wynnefield Offshore purchased 261,525 shares, 413,475 shares
and 75,000 shares, respectively, for an aggregate purchase price of $3,000,000 pursuant to the Purchase Agreement. A copy of
the Purchase Agreement is attached to this Schedule 13D as Exhibit 2 and is incorporated herein by reference as if fully
set forth herein. The foregoing summary description of the Agreement is not intended to be complete and is qualified in its
entirety by the complete text of the Purchase Agreement.
In addition, pursuant to the Purchase
Agreement, the Issuer and the Purchasers simultaneously entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) with respect to the Shares. Pursuant to the Registration Rights Agreement, the Issuer agreed to, among other
things, (i) file a registration statement with the Commission within 30 days of the Closing Date to cover the resale of the Shares
by the Purchasers, (ii) cause such registration statement to become effective as soon as practicable following the filing thereof
and (iii) take all other actions as may be necessary to keep such registration statement continuously effective during the timeframes
set forth in the Registration Rights Agreement. As set forth in the Registration Rights Agreement, if the Issuer fails to comply
with certain obligations with respect to filing and securing effectiveness of such registration statement, the Issuer would be
obligated to pay liquidated damages to the Purchasers in the amount of 1% per month up to a maximum of 4% so long as the event
giving rise to the damages remains uncured, all as set forth in the Registration Rights Agreement. A copy of the Registration Rights
Agreement is attached to this Schedule 13D as Exhibit 3 and is incorporated herein by reference as if fully set forth herein.
The foregoing summary description of the Registration Rights Agreement is not intended to be complete and is qualified in its entirety
by the complete text of the Registration Rights Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement, dated
as of July 24, 2017
Exhibit 2 Securities Purchase Agreement,
dated July 19, 2017, by and among the Issuer and the Purchasers.
Exhibit 3 Registration Rights Agreement,
dated July 19, 2017, by and among the Issuer and the Purchasers.
