Filing Details

* The Reporting Persons are prohibited from converting any Series C-1 Convertible Preferred Stock or exercising certain warrants if as a result the Reporting Persons would beneficially own more than 9.99% of the outstanding Common Stock.  The securities reported in rows (8), (10) and (11) show the number of shares of common stock that would be issuable upon full conversion of the Series C-1 Convertible Preferred Stock and full exercise of the warrants, and do not give effect to the foregoing limitations.  Therefore, the actual number of shares of common stock beneficially owned by the Reporting Persons, after giving effect to these limitations, is less than the number of securities reported in rows (8), (10) and (11).

 

* The Reporting Persons are prohibited from converting any Series C-1 Convertible Preferred Stock or exercising certain warrants if as a result the Reporting Persons would beneficially own more than 9.99% of the outstanding Common Stock.  The securities reported in rows (8), (10) and (11) show the number of shares of common stock that would be issuable upon full conversion of the Series C-1 Convertible Preferred Stock and full exercise of the warrants, and do not give effect to the foregoing limitations.  Therefore, the actual number of shares of common stock beneficially owned by the Reporting Persons, after giving effect to these limitations, is less than the number of securities reported in rows (8), (10) and (11).

 

* The Reporting Persons are prohibited from converting any Series C-1 Convertible Preferred Stock or exercising certain warrants if as a result the Reporting Persons would beneficially own more than 9.99% of the outstanding Common Stock.  The securities reported in rows (8), (10) and (11) show the number of shares of common stock that would be issuable upon full conversion of the Series C-1 Convertible Preferred Stock and full exercise of the warrants, and do not give effect to the foregoing limitations.  Therefore, the actual number of shares of common stock beneficially owned by the Reporting Persons, after giving effect to these limitations, is less than the number of securities reported in rows (8), (10) and (11).

 

EXPLANATORY NOTE

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (the “Amendment No. 2”) amends the Schedule 13D filed on June 1, 2015, as amended by Amendment No. 1 on October 13, 2015 [File Number 005-87011] (the “Original Schedule 13D”, as amended by this Amendment No. 2, the “Schedule 13D”), on behalf of the Reporting Persons named in Item 2(a) below. Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D shall remain unchanged.  All capitalized terms not otherwise defined in this Amendment shall have the meanings attributed to such terms in the Original Schedule 13D.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item3 is amended as follows:

The securities reported herein as acquired on October 14, 2016 (as described in Item 6) were acquired for the account of Wolverine Flagship Fund Trading Limited, a private investment fund managed by WAM (the “Flagship Fund”). The source of funding was the exchange of 4,000 shares of the Issuer’s Series A-1 Convertible Preferred Stock and warrants to purchase 400,000 shares of Common Stock.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

Item 5 is amended and restated in its entirety as follows:

(a) Items 8, 10, 11 and 13 of the cover pages of this Schedule are incorporated herein by reference.

The securities reported on this Schedule consist of 4,000 Series C-1 Convertible Preferred Stock of the Issuer, initially convertible into 1,333,334 shares of Common Stock and warrants to purchase 400,000 shares of Common Stock at $1.50 per share and warrants to purchase 6,790 shares of Common Stock at $36 per share, provided, that the Reporting Persons are prohibited from converting any convertible preferred stock or exercising any warrants in excess of the 9.99% Blocker.

(b) Each of the Reporting Persons shares power to direct the vote and/or to direct the disposition of the securities reported herein, and none of the Reporting Persons has sole power to vote or direct the vote or sole power to dispose or direct the disposition of the securities reported herein.  WAM, as investment manager of the Flagship Fund, is deemed to have beneficial ownership of the securities reported herein.  The sole member and manager of WAM is WH.  Bellick and Gust may be deemed to control WTP, the general partner of WH.

(c) Within the last 60 days, no reportable transactions were effected by any Reporting Person.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is amended as follows:

Preferred Stock and Warrant Exchange

 

On October 14, 2016, pursuant to the Preferred Stock and Warrant Exchange Agreement for Series A-1 Convertible Preferred Stock (see Exhibit 99.7) and the Certificate of Designations of the Series C-1 Convertible Preferred Stock of the Issuer, the Flagship Fund acquired 4,000 shares of the Issuer’s Series C-1 Convertible Preferred Stock (the “Series C-1 Convertible Preferred Stock”), convertible into 1,333,334 shares of Common Stock, and warrants to purchase 400,000 shares of Common Stock (the “Warrants”) in exchange for the Series A-1 Convertible Preferred Stock and 2015 Warrants previously acquired on May 20, 2015.  All references in the Original Schedule 13D to the Series A-1 Convertible Preferred Stock of the Issuer shall be amended to refer to the Series C-1 Convertible Preferred Stock of the Issuer.