Filing Details

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2").  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 4. Purpose of Transaction.

Item 4  is hereby amended to add the following:

On December 27, 2016, the Issuer disclosed that the Board of Directors of the Issuer (the "Board") had voted, among other things, to propose to the stockholders at the 2017 Annual Meeting of Stockholders  (the "Annual Meeting") that the Issuer's certificate of incorporation be amended to fully declassify the Board so that, beginning with the Annual Meeting, all directors shall be elected annually to one-year terms (the "Charter Amendment").

On January 3, 2017, MC delivered a Shareholder Nomination Letter (the "Letter") to the Issuer, notifying the Issuer of its intent to nominate Mr. Morris for election to the Board at the Annual Meeting in the event the Charter Amendment is adopted at the Annual Meeting.

On January 3, 2017, the Reporting Persons filed with the Securities and Exchange Commission a preliminary proxy statement in connection with its forthcoming solicitation of proxies seeking the election of MC's nominees to the Board at the Annual Meeting.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 5,341,993 Shares outstanding as of December 7, 2016, as disclosed in the Issuer's Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 28, 2016. In calculating the ownership percentage of each person named herein, Shares which are subject to options, warrants, call agreements and other rights to purchase, exercisable within 60 days, have been treated as outstanding Shares.

As of the date hereof, MC beneficially owned 198,868 Shares, constituting approximately 3.7% of the Shares outstanding. The Shares beneficially owned by MC consist of: (i) 148,271 Shares held by MC; (ii) warrants held by MC to acquire 27,500 Shares at a price of $10.00 per Share at any time on or before July 8, 2021; and (iii) 7,699 shares of Series A Convertible Preferred Stock convertible into 23,097 Shares.

As of the date hereof, MCC beneficially owned 921,000 Shares, constituting approximately 16.3% of the Shares outstanding. The Shares beneficially owned by MCC consist of: (i) 614,000 Shares held by MCC; and (ii) warrants held by MCC to acquire 307,000 Shares at a price of $10.00 per Share at any time on or before July 8, 2021.

Each of Meson, as the investment adviser and general partner of MC and MCC, and Mr. Morris, as the Managing Member of Meson, may be deemed to beneficially own the 1,119,868 Shares owned in the aggregate by MC and MCC, constituting approximately 19.6% of the Shares outstanding.

As of the date hereof, Mr. Morris individually beneficially owned an additional 36,944 Shares, constituting less than 1% of the Shares outstanding. The Shares individually beneficially owned by Mr. Morris include 338 shares of Series A Convertible Preferred Stock convertible into 1,014 Shares and 24,330 Shares underlying stock options held directly by Mr. Morris and exercisable within 60 days.

As of the date hereof, Mr. Boches beneficially owned 7,296 Shares, constituting less than 1% of the Shares outstanding.

Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

January 5, 2017