Page 6 of 8 SEC Filing Item 3. Source and Amount of Funds or Other Consideration
The shares of Common
Stock reported herein were acquired by PC Fund with its working capital. The total amount of funds required to acquire the Common
Stock described in Item 5 was approximately $216,722, net of commissions. Neither Prentice Capital Management nor Mr. Zimmerman
directly owns any of the shares of Common Stock reported herein. Prentice Capital Management and Mr. Zimmerman disclaim beneficial
ownership of the securities reported herein, except to the extent of their pecuniary interest.
Item 4. Purpose of Transaction
The Reporting
Persons acquired the shares of Common Stock reported herein in open market transactions because of their belief that the securities
were undervalued by the market at the time they were acquired and represented an attractive investment opportunity given, among
other things, the Company’s balance sheet relative to its stock price. Consistent with their investment purposes,
the Reporting Persons may further purchase, hold, vote, trade, dispose of, engage in short selling of or any hedging or similar
transactions with respect to the Common Stock or otherwise deal in the Common Stock at times, and in such manner, as they deem
advisable to benefit from changes in the market price of the Common Stock, changes in the Issuer’s operations, business strategy
or prospects, or from the sale or merger of the Issuer and based on other factors including, without limitation, the price
levels of the Common Stock, availability of funds, subsequent developments affecting the Issuer, the Issuer’s business, other investment
and business opportunities available to the Reporting Persons, conditions in the securities market, general economic and industry
conditions and other factors that the Reporting Persons may deem relevant from time to time. Any acquisition or disposition
of the Common Stock, or short sales or other hedging transaction with respect to the Common Stock, by the Reporting Persons may
be effected through open market or privately negotiated transactions, or otherwise. The Reporting Persons may take one
or more actions set forth under subsections (a) through (j) of Item 4 of Schedule 13D and are sending the letter attached as Exhibit
2 to this Schedule 13D to the Board of Directors of the Issuer. The Reporting Persons may discuss such matters with
management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors,
and investment and financing professionals. Such factors and discussions may result in the Reporting Persons’ (i) modifying
their ownership of the Common Stock, (ii) exchanging information with the Issuer pursuant to appropriate confidentiality or similar
agreements or otherwise, (iii) nominating or recommending candidates to serve as members of the Board of Directors of the Issuer
and/or (iv) making proposals to the Issuer concerning changes to its strategy, capitalization, ownership structure, operations,
Certificate of Incorporation or bylaws. The Reporting Persons reserve the right to at any time reconsider and change
their plans or proposals relating to the foregoing. Except as set forth herein, the Reporting Persons do not have any
plan or proposal that would relate to, or result in, any of the matters set forth under subsections (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own,
in the aggregate, 4,377,081 shares of Common Stock, representing approximately 5.55% of the Issuer’s outstanding
Common Stock (based on 78,888,430 shares of Common Stock issued and outstanding as of February 1, 2016, based on information reported
by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended January 2, 2016, filed with the Securities and
Exchange Commission on February 16, 2016).
(b) The Reporting Persons have shared voting power
with respect to 4,377,081 shares of Common Stock.
(c) The table below sets forth purchases of the shares of
Common Stock by PC Fund during the last 60 days. All of such purchases were effected in broker transactions.
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| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Common
Stock reported herein were acquired by PC Fund with its working capital. The total amount of funds required to acquire the Common
Stock described in Item 5 was approximately $216,722, net of commissions. Neither Prentice Capital Management nor Mr. Zimmerman
directly owns any of the shares of Common Stock reported herein. Prentice Capital Management and Mr. Zimmerman disclaim beneficial
ownership of the securities reported herein, except to the extent of their pecuniary interest.
| Item 4. | Purpose of Transaction |
The Reporting
Persons acquired the shares of Common Stock reported herein in open market transactions because of their belief that the securities
were undervalued by the market at the time they were acquired and represented an attractive investment opportunity given, among
other things, the Company’s balance sheet relative to its stock price. Consistent with their investment purposes,
the Reporting Persons may further purchase, hold, vote, trade, dispose of, engage in short selling of or any hedging or similar
transactions with respect to the Common Stock or otherwise deal in the Common Stock at times, and in such manner, as they deem
advisable to benefit from changes in the market price of the Common Stock, changes in the Issuer’s operations, business strategy
or prospects, or from the sale or merger of the Issuer and based on other factors including, without limitation, the price
levels of the Common Stock, availability of funds, subsequent developments affecting the Issuer, the Issuer’s business, other investment
and business opportunities available to the Reporting Persons, conditions in the securities market, general economic and industry
conditions and other factors that the Reporting Persons may deem relevant from time to time. Any acquisition or disposition
of the Common Stock, or short sales or other hedging transaction with respect to the Common Stock, by the Reporting Persons may
be effected through open market or privately negotiated transactions, or otherwise. The Reporting Persons may take one
or more actions set forth under subsections (a) through (j) of Item 4 of Schedule 13D and are sending the letter attached as Exhibit
2 to this Schedule 13D to the Board of Directors of the Issuer. The Reporting Persons may discuss such matters with
management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors,
and investment and financing professionals. Such factors and discussions may result in the Reporting Persons’ (i) modifying
their ownership of the Common Stock, (ii) exchanging information with the Issuer pursuant to appropriate confidentiality or similar
agreements or otherwise, (iii) nominating or recommending candidates to serve as members of the Board of Directors of the Issuer
and/or (iv) making proposals to the Issuer concerning changes to its strategy, capitalization, ownership structure, operations,
Certificate of Incorporation or bylaws. The Reporting Persons reserve the right to at any time reconsider and change
their plans or proposals relating to the foregoing. Except as set forth herein, the Reporting Persons do not have any
plan or proposal that would relate to, or result in, any of the matters set forth under subsections (a) through (j) of Item 4 of
Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
(a) The Reporting Persons may be deemed to beneficially own,
in the aggregate, 4,377,081 shares of Common Stock, representing approximately 5.55% of the Issuer’s outstanding
Common Stock (based on 78,888,430 shares of Common Stock issued and outstanding as of February 1, 2016, based on information reported
by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended January 2, 2016, filed with the Securities and
Exchange Commission on February 16, 2016).
(b) The Reporting Persons have shared voting power
with respect to 4,377,081 shares of Common Stock.
(c) The table below sets forth purchases of the shares of
Common Stock by PC Fund during the last 60 days. All of such purchases were effected in broker transactions.
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