Page 7 of 8 – SEC Filing
As of December 30, 2016, the Small Cap Funds beneficially owned approximately 4,849,965
Ordinary Shares, representing approximately 24.8% of the issued and outstanding Ordinary Shares of the Issuer. Such Ordinary Shares consist of (i) 4,396,276 Ordinary Shares, (ii) warrants exercisable to purchase 253,689 Ordinary Shares and
(iii) preferred shares convertible into 200,000 Ordinary Shares.
Prescott Capital, as the general partner of the Small Cap Funds,
and Mr. Frohlich, as managing member of Prescott Capital, may also be deemed to beneficially own the 4,849,965 Ordinary Shares held by the Small Cap Funds, representing approximately 24.8% of the issued and outstanding Ordinary Shares of the
Issuer.
Prescott Capital and Mr. Frohlich disclaim beneficial ownership of the Ordinary Shares held by the Small Cap Funds except to
the extent of their pecuniary interest therein.
(b) By virtue of his position with Prescott Capital and the Small Cap Funds,
Mr. Frohlich has the sole power to vote and dispose of the Ordinary Shares owned by the Small Cap Funds reported in this Schedule 13D.
The filing of this Schedule 13D shall not be construed as admission that Prescott Capital or Mr. Frohlich is for the purposes of Section
13(d) or 13(g) of the Act the beneficial owner of any of the 4,849,965 Ordinary Shares owned by the Small Cap Funds. Pursuant to Rule 13d-4, Prescott Capital and Mr. Frohlich disclaim all such beneficial
ownership.
(c) Other than the acquisitions described in Item 4 hereof, there were no transactions in the Issuers securities during
the sixty days prior to the date hereof made by the Reporting Persons.
(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 Ordinary Shares.
(e) Not
applicable.
Item 7. Material to be Filed as Exhibits
Exhibit 99.10 Share Purchase Agreement with the
Issuer dated as of December 29, 2016, incorporated by reference to Exhibit 10.2 to the Issuers Form 8-K filed with the Securities Exchange Commission on January 4, 2017.
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As of December 30, 2016, the Small Cap Funds beneficially owned approximately 4,849,965
Ordinary Shares, representing approximately 24.8% of the issued and outstanding Ordinary Shares of the Issuer. Such Ordinary Shares consist of (i) 4,396,276 Ordinary Shares, (ii) warrants exercisable to purchase 253,689 Ordinary Shares and
(iii) preferred shares convertible into 200,000 Ordinary Shares.
Prescott Capital, as the general partner of the Small Cap Funds,
and Mr. Frohlich, as managing member of Prescott Capital, may also be deemed to beneficially own the 4,849,965 Ordinary Shares held by the Small Cap Funds, representing approximately 24.8% of the issued and outstanding Ordinary Shares of the
Issuer.
Prescott Capital and Mr. Frohlich disclaim beneficial ownership of the Ordinary Shares held by the Small Cap Funds except to
the extent of their pecuniary interest therein.
(b) By virtue of his position with Prescott Capital and the Small Cap Funds,
Mr. Frohlich has the sole power to vote and dispose of the Ordinary Shares owned by the Small Cap Funds reported in this Schedule 13D.
The filing of this Schedule 13D shall not be construed as admission that Prescott Capital or Mr. Frohlich is for the purposes of Section
13(d) or 13(g) of the Act the beneficial owner of any of the 4,849,965 Ordinary Shares owned by the Small Cap Funds. Pursuant to Rule 13d-4, Prescott Capital and Mr. Frohlich disclaim all such beneficial
ownership.
(c) Other than the acquisitions described in Item 4 hereof, there were no transactions in the Issuers securities during
the sixty days prior to the date hereof made by the Reporting Persons.
(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 Ordinary Shares.
(e) Not
applicable.
| Item 7. | Material to be Filed as Exhibits |
Exhibit 99.10 Share Purchase Agreement with the
Issuer dated as of December 29, 2016, incorporated by reference to Exhibit 10.2 to the Issuers Form 8-K filed with the Securities Exchange Commission on January 4, 2017.
