Page 8 of 9 – SEC Filing (b) Merida Partners has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock owned by it. Each of Merida GP, Merida Advisor, Mr. Baruchowitz share the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by Merida Partners. Information regarding each of Merida GP, Merida Advisor and Mitchell Baruchowitz is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein. (c) The transactions effected by the Reporting Persons during the past 60 days are set forth in Item 4 above. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On September 28, 2018, Merida Partners entered into the Purchase Agreement with the Issuer defined and described in Item 4 above. On October 1, 2018, the Issuer issued each of the Warrant and the Bonus Warrant to Issuer, as defined and described in Item 4 above. On the date hereof, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 Joint Filing Agreement, dated as of the date hereof, by and among, Merida Capital Partners II LP, Merida Manager II LLC, Merida Advisor, LLC and Mitchell Baruchowitz
Exhibit 99.2 Purchase Agreement, dated as of September 28, 2018 (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on October 3, 2018)
Exhibit 99.3 Form of Warrant, dated as of October 1, 2018 (incorporated by reference to Exhibit A-1 to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on October 3, 2018)
Exhibit 99.4 Form of Bonus Warrant, dated as of October 1, 2018 (incorporated by reference to Exhibit A-2 to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on October 3, 2018)
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(b) Merida Partners has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock owned by it.
Each of Merida GP, Merida Advisor, Mr. Baruchowitz share the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by Merida Partners. Information regarding each of Merida GP, Merida Advisor and Mitchell Baruchowitz is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.
(c) The transactions effected by the Reporting Persons during the past 60 days are set forth in Item 4 above.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the Shares.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On September 28, 2018, Merida Partners entered into the Purchase Agreement with the Issuer defined and described in Item 4 above.
On October 1, 2018, the Issuer issued each of the Warrant and the Bonus Warrant to Issuer, as defined and described in Item 4 above.
On the date hereof, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit 99.1 | Joint Filing Agreement, dated as of the date hereof, by and among, Merida Capital Partners II LP, Merida Manager II LLC, Merida Advisor, LLC and Mitchell Baruchowitz |
| Exhibit 99.2 | Purchase Agreement, dated as of September 28, 2018 (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on October 3, 2018) |
| Exhibit 99.3 | Form of Warrant, dated as of October 1, 2018 (incorporated by reference to Exhibit A-1 to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on October 3, 2018) |
| Exhibit 99.4 | Form of Bonus Warrant, dated as of October 1, 2018 (incorporated by reference to Exhibit A-2 to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on October 3, 2018) |
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