Page 6 of 9 – SEC Filing
| Item 3. | If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | [ ] | Broker or dealer registered under Section 15 of the Exchange Act. | |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| (c) | [ ] | Insurance company defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act. | |
| (e) | [ ] | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | [ ] | Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| (g) | [ ] | Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | [ ] | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | [ ] | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | [ ] | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). | |
| (k) | [ ] | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
Item 4. Ownership.
| (a) | Amount beneficially owned: |
The Reporting Persons hold 2,500,000 warrants, exercisable for an aggregate of 1,250,000 shares of Common Stock (the “Warrants”). Each Warrant is exercisable for ½ share of Common Stock. The Warrants are only exercisable to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would not beneficially own more than 9.99% of the outstanding Common Stock after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Warrant (the “Beneficial Ownership Limitation”), except that upon at least 61 days prior notice from the holder to the Issuer, the holder may waive the Beneficial Ownership Limitation. The Beneficial Ownership Limitation does not limit the Reporting Persons at this time, as none of the Reporting Persons may be deemed to beneficially own more than 9.99% after giving effect to the exercise of the Warrants.
As of July 20, 2017, 683 Capital Partners, LP beneficially owned 3,850,000 shares of Common Stock, including 1,250,000 shares of Common Stock issuable upon the exercise of the Warrants.
683 Capital Management, LLC, as the Investment Advisor of 683 Capital Partners, LP, may be deemed to have beneficially owned the 3,850,000 shares of Common Stock beneficially owned by 683 Capital Partners, LP, including 1,250,000 shares of Common Stock issuable upon the exercise of the Warrants.
Ari Zweiman, as the Managing Member of 683 Capital Management, LLC, may be deemed to have beneficially owned the 3,850,000 shares of Common Stock beneficially owned by 683 Capital Management, LLC, including 1,250,000 shares of Common Stock issuable upon the exercise of the Warrants.
| (b) | Percent of Class: |
The following percentages are based on a denominator that is the sum of: (a) 73,656,606 shares of Common Stock outstanding as disclosed in the Issuer’s Prospectus filed with the Securities and Exchange Commission on July 21, 2017 and (b) 1,250,000 shares of Common Stock issuable upon the exercise of the Warrants.
As of July 20, 2017, each of the Reporting Persons may be deemed to have beneficially owned approximately 5.1% of the outstanding shares of Common Stock, including shares of Common Stock issuable upon the exercise of the Warrants.
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