Page 10 of 14 SEC Filing
| Item 4. | Ownership. |
| | (a) | Amount beneficially owned: |
As of the close of business on February 25, 2016:
| | (i) | Broadfin Master beneficially owned 888,499 Shares (which includes 1,000 shares issuable upon conversion of 100 shares of Series A Preferred Stock (as defined below)); |
| | (ii) | Broadfin LP and Broadfin Offshore, as feeder funds of Broadfin Master, may be deemed the beneficial owner of the 888,499 Shares beneficially owned by Broadfin Master; |
| | (iii) | Broadfin Advisors, as the general partner of Broadfin LP, may be deemed the beneficial owner of the 888,499 Shares beneficially owned by Broadfin Master; |
| | (iv) | Broadfin Capital, as the investment manager of each of Broadfin Master, Broadfin LP and Broadfin Offshore, may be deemed the beneficial owner of the 888,499 Shares beneficially owned by Broadfin Master; and |
| | (v) | Mr. Kotler, as the managing member of each of Broadfin Capital and Broadfin Advisors, may be deemed the beneficial owner of the 888,499 Shares beneficially owned by Broadfin Master. |
Excluded from the Reporting Persons’ beneficial ownership is 986,520 Shares issuable upon the conversion of 98,652 shares of the Issuer’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) due to a conversion cap that precludes the holder thereof from converting the Series A Preferred Stock to the extent that the holder would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.98% of the Shares outstanding (the “Beneficial Ownership Limitation”). Upon written notice to the Issuer, the Reporting Persons may increase the Beneficial Ownership Limitation to any other percentage specified in such notice, which increase in the Beneficial Ownership Limitation shall take effect on the 61st day after delivery to the Issuer. In the event the Reporting Persons delivered written notice to the Issuer increasing the Beneficial Ownership Limitation and subsequently fully converted the remaining 98,652 shares of the Series A Preferred Stock into 986,520 Shares, the Reporting Persons would beneficially own an aggregate of 1,875,019 Shares, constituting approximately 18.96% of the Shares outstanding.
On February 17, 2016, the Issuer effectuated a 1-for-10 reverse stock split of its outstanding Shares (the “Reverse Stock Split”), which has been reflected in this Schedule 13G.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
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