Filing Details

** Includes 24 shares of Common Stock issuable upon exercise of warrants and excludes shares of Common Stock that may be issuable upon conversion of the Convertible Notes (as defined below), as to which GoldenTree Asset Management LP disclaims beneficial ownership. Upon conversion of any Convertible Notes, the Company will pay or deliver to the convertible noteholder cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. If converted as of the date of this Amendment and the Company elected to settle solely in shares of Common Stock, the Convertible Notes would convert into 601,718 shares of Common Stock.

** Includes 24 shares of Common Stock issuable upon exercise of warrants and excludes shares of Common Stock that may be issuable upon conversion of the Convertible Notes (as defined below), as to which GoldenTree Asset Management LLC disclaims beneficial ownership. Upon conversion of any Convertible Notes, the Company will pay or deliver to the convertible noteholder cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. If converted as of the date of this Amendment and the Company elected to settle solely in shares of Common Stock, the Convertible Notes would convert into 601,718 shares of Common Stock.

** Includes 24 shares of Common Stock issuable upon exercise of warrants and excludes shares of Common Stock that may be issuable upon conversion of the Convertible Notes (as defined below), as to which Steven A. Tananbaum disclaims beneficial ownership. Upon conversion of any Convertible Notes, the Company will pay or deliver to the convertible noteholder cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. If converted as of the date of this Amendment and the Company elected to settle solely in shares of Common Stock, the Convertible Notes would convert into 601,718 shares of Common Stock.

Introductory Statement

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and supplemented by adding thereto the following:

The Funds expended an aggregate of $18,822,510 of their own investment capital to acquire the 1,091,160 shares of Common Stock acquired by the Funds pursuant to the Subscription Agreement.

Item 4. Purpose of Transaction.

Item 4 is amended and supplemented by adding thereto the following:

On December 17, 2020, GoldenTree Asset Management LP a Delaware limited partnership registered as an investment adviser with the SEC (the “Advisor”), on behalf of certain funds and accounts for which it serves as investment manager (collectively, the “Funds”), entered into an equity commitment agreement with the Company in connection with the Company’s registered underwritten public offering launched on December 17, 2020 pursuant to which the Advisor agreed to purchase, on behalf of the Funds, shares of the Company’s common stock at a price per share of $18.10, in an aggregate amount equal to shares that were not sold in the concurrent underwritten public offering (the “Underwritten Offering”), up to $25,000,000. In consideration for providing this commitment, the Funds were entitled to receive an availability premium of $0.85 per share for the shares of common stock purchased.  On December 18, 2020, Advisor, on behalf of the Funds, entered into a subscription agreement with the Company (the “Subscription Agreement”) providing for the acquisition of 1,091,160 shares of Common Stock.

The foregoing description of the Subscription Agreement is qualified by reference to the Subscription Agreement, see Exhibit 99.1 hereto.

Item 5. Interest in Securities of the Issuer.

Item 5(a) and (c) are amended and supplemented by adding thereto the following:

(a) As of the date of this Amendment, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Amendment.  The total number of shares each of the Reporting Persons beneficially owns represents such percentages of the Common Stock outstanding as set forth on the cover pages to this Amendment.  Such percentages are calculated based upon (i) the 12,395,022 shares of Common Stock reported to be outstanding following the Underwritten Offering and the issuance of shares to the Funds pursuant to the Subscription Agreement by the Company in its Prospectus Supplement pursuant to Rule 424(b)(5), filed with the SEC on December 22, 2020, plus (ii) the 24 shares of Common Stock issuable upon exercise of warrants held by the Reporting Persons.

(c) The information contained in Item 4 of this Amendment is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is amended and supplemented by adding thereto the following:

The information contained in Item 4 of this Amendment is incorporated herein by reference.

Item 7 is amended and supplemented by adding thereto the following:

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: December 22, 2020