Filing Details

Item 4: Purpose of Transaction

Item 4 is hereby amended and restated in its entirety as follows:

The Reporting Persons acquired the securities of the Company reported herein for investment purposes on behalf of the above-referenced private investment vehicles.  The Reporting Persons intend to evaluate on an ongoing basis this investment in the Company and options with respect to such investment.

The Reporting Persons may acquire additional shares of Class A Common Stock and/or other securities of the Company from time to time or may dispose of any or all of such shares or other securities held or beneficially owned by them at any time.  From time to time, the Reporting Persons may elect to establish or terminate a transaction plan in accordance with Rule 10b5-1.  No such plan is currently in place.

From time to time, the Reporting Persons may engage in discussions with the Company’s Board of Directors and/or members of the Company’s management team concerning, without limitation, potential business combinations and strategic alternatives, the business, operations, capital structure, governance, management, strategy of the Company and other matters concerning the Company.

The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Company at any time and from time to time.  Any such action may be made by the Reporting Persons alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.

In addition, as previously disclosed, the Reporting Persons hold an unsecured convertible promissory note payable by the Company, with a principal amount of $20,000,000 (the “Second Amended and Restated Promissory Note”). The Second Amended and Restated Promissory Note contains a limitation on conversion of the outstanding principal and any accrued but unpaid interest thereunder into shares of Class A Common Stock, such that the maximum number of shares of Class A Stock to be issued in connection with the conversion of the Second Amended and Restated Promissory Note shall not, without the prior approval of the shareholders of the Company, (i) exceed a number of shares equal to 19.9% of the outstanding shares of common stock of the Company immediately prior to February 28, 2020, (ii) exceed a number of shares that would evidence voting power greater than 19.9% of the combined voting power of the outstanding voting securities of the Company immediately prior to February 28, 2020, or (iii) otherwise exceed such number of shares of capital stock of the Company that would violate applicable listing rules of the Nasdaq Stock Market (“Nasdaq”), in each of subsections (i) through (iii), only to the extent required by applicable Nasdaq rules and guidance (the “Share Cap”).  In the event the number of shares of Class A Stock to be issued upon conversion of the Second Amended and Restated Promissory Note exceeds the Share Cap, then the portions of the Second Amended and Restated Promissory Note that would result in the issuance of any excess shares shall cease being convertible, and the Company shall instead either (x) repay such portions of the Second Amended and Restated Promissory Note in cash or (y) obtain shareholder approval of the issuance of shares of Class A Stock in excess of the Share Cap prior to the issuance thereof.  Shares of Class A Common Stock issuable upon conversion of the Second Amended and Restated Promissory Note were first deemed beneficially owned by the Reporting Person for purposes of this Schedule 13D on March 26, 2020. As of May 21, 2020, the amount of principal and accrued interest under the Second Amended and Restated Promissory Note was approximately $11.6 million and, as of such date, the Second Amended and Restated Promissory Note would have been convertible into 2,187,520 shares of Class A Common Stock under the formula described above (without taking in account the 19.9% limitation).