Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No.    )¹

 

Crossroads Systems, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

22766K103

(CUSIP Number)

 

ADAM W. FINERMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 3, 2017

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

¹             The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

1	NAME OF REPORTING PERSON   210/CRDS Investment LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   1,492,285 (1)
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   1,492,285 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,492,285 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   49.5% (2)
14	TYPE OF REPORTING PERSON   OO

 

(1)

210/CRDS Investment LLC (“210/CRDS”) holds directly 1,492,285 shares of common stock of Crossroads Systems, Inc. (the “Issuer”). 210/CRDS is managed by its sole member, 210 Capital, LLC (“210 Capital”), which is managed by its members Covenant RHA Partners, L.P. (“RHA Partners”) and CCW/LAW Holdings, LLC (“CCW Holdings”). C. Clark Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, Inc. (“RHA Investments”), and Robert H. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, 210/CRDS may be deemed to share voting and dispositive power with 210 Capital, RHA Partners, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb over the shares of the Issuer’s common stock that it holds.

(2)

The percentage is calculated based upon 3,014,726 shares of the Issuer’s common stock outstanding as of October 3, 2017 based on information from the Issuer.

 

 

1	NAME OF REPORTING PERSON   210 Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   1,492,285 (1)
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   1,492,285 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,492,285 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   49.5% (2)
14	TYPE OF REPORTING PERSON   OO

 

(1)

210/CRDS holds directly 1,492,285 shares of common stock of the Issuer. 210/CRDS is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, 210 Capital may be deemed to share voting and dispositive power with 210/CRDS, RHA Partners, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb over the shares of the Issuer’s common stock that 210/CRDS holds.

(2)

The percentage is calculated based upon 3,014,726 shares of the Issuer’s common stock outstanding as of October 3, 2017 based on information from the Issuer.

 

 

1	NAME OF REPORTING PERSON   Covenant RHA Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   1,492,285 (1)
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   1,492,285 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,492,285 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   49.5% (2)
14	TYPE OF REPORTING PERSON   PN

 

(1)

210/CRDS holds directly 1,492,285 shares of common stock of the Issuer. 210/CRDS is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, RHA Partners may be deemed to share voting and dispositive power with 210/CRDS, 210 Capital, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb over the shares of the Issuer’s common stock that 210/CRDS holds.

(2)

The percentage is calculated based upon 3,014,726 shares of the Issuer’s common stock outstanding as of October 3, 2017 based on information from the Issuer.

 

 

1	NAME OF REPORTING PERSON   CCW/LAW Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   1,492,285 (1)
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   1,492,285 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,492,285 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   49.5% (2)
14	TYPE OF REPORTING PERSON   OO

 

(1)

210/CRDS holds directly 1,492,285 shares of common stock of the Issuer. 210/CRDS is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, CCW Holdings may be deemed to share voting and dispositive power with 210/CRDS, 210 Capital, RHA Partners, RHA Investments, Mr. Alpert and Mr. Webb over the shares of the Issuer’s common stock that 210/CRDS holds.

(2)

The percentage is calculated based upon 3,014,726 shares of the Issuer’s common stock outstanding as of October 3, 2017 based on information from the Issuer.

 

 

1	NAME OF REPORTING PERSON   RHA Investments, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   1,492,285 (1)
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   1,492,285 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,492,285 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   49.5% (2)
14	TYPE OF REPORTING PERSON   CO

 

(1)

210/CRDS holds directly 1,492,285 shares of common stock of the Issuer. 210/CRDS is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, RHA Investments may be deemed to share voting and dispositive power with 210/CRDS, 210 Capital, RHA Partners, CCW Holdings, Mr. Alpert and Mr. Webb over the shares of the Issuer’s common stock that 210/CRDS holds.

(2)

The percentage is calculated based upon 3,014,726 shares of the Issuer’s common stock outstanding as of October 3, 2017 based on information from the Issuer.

 

 

1	NAME OF REPORTING PERSON   Robert H. Alpert
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   1,492,285 (1)
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   1,492,285 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,492,285 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   49.5% (2)
14	TYPE OF REPORTING PERSON   IN

 

(1)

210/CRDS holds directly 1,492,285 shares of common stock of the Issuer. 210/CRDS is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, Mr. Alpert may be deemed to share voting and dispositive power with 210/CRDS, 210 Capital, RHA Partners, CCW Holdings, RHA Investments and Mr. Webb over the shares of the Issuer’s common stock that 210/CRDS holds.

(2)

The percentage is calculated based upon 3,014,726 shares of the Issuer’s common stock outstanding as of October 3, 2017 based on information from the Issuer.

 

 

1	NAME OF REPORTING PERSON   C. Clark Webb
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   1,492,285 (1)
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   1,492,285 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,492,285 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   49.5% (2)
14	TYPE OF REPORTING PERSON   IN

 

(1)

210/CRDS holds directly 1,492,285 shares of common stock of the Issuer. 210/CRDS is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, Mr. Webb may be deemed to share voting and dispositive power with 210/CRDS, 210 Capital, RHA Partners, CCW Holdings, RHA Investments and Mr. Alpert over the shares of the Issuer’s common stock that 210/CRDS holds.

(2)

The percentage is calculated based upon 3,014,726 shares of the Issuer’s common stock outstanding as of October 3, 2017 based on information from the Issuer.

 

 

Item 1.

Security and Issuer.

 

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock, par value $0.001 per share (the “Shares”), of Crossroads Systems, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is WeWork c/o Crossroads Systems, Inc., 11801 Domain Blvd., 3^rd Floor, Austin, Texas 78758.

 

Item 2.

Identity and Background.

 

(a)           This Schedule 13D is jointly filed by and on behalf of each of 210/CRDS Investment LLC, a Texas limited liability company (“210/CRDS”), 210 Capital, LLC, a Delaware limited liability company (“210 Capital”), Covenant RHA Partners, L.P., a Texas limited partnership (“RHA Partners”), CCW/LAW Holdings, LLC, a Texas limited liability company (“CCW Holdings”), RHA Investments, Inc., a Texas corporation (“RHA Investments”), Robert H. Alpert, a United States citizen, and C. Clark Webb, a United States citizen (Messrs. Alpert and Webb, collectively with 210/CRDS, 210 Capital, RHA Partners, CCW Holdings and RHA Investments, the “Reporting Persons”). The Reporting Persons are filing this Schedule 13D jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.1 and incorporated herein by reference (the “Joint Filing Agreement”).

 

210/CRDS is the direct beneficial owner of 1,492,285 Shares covered by this Schedule 13D. 210/CRDS is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder.

 

Each of 210 Capital, RHA Partners, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Act”), the beneficial owner of any securities directly held by 210/CRDS covered by this Schedule 13D.

 

(b)           The principal business address of each of the Reporting Persons is 8214 Westchester Drive, Suite 950, Dallas, Texas 75225.

 

(c)           210/CRDS was formed for the purpose of acquiring securities of the Issuer for investment purposes. The principal business of 210 Capital is serving as a holding company and managing the investments of its subsidiaries, including 210/CRDS. The principal business of each of RHA Partners and CCW Holdings is serving as a holding company and managing investments through partnerships and limited liability companies. The principal business of RHA Investments is serving as general partner of RHA Partners and managing its investments. The principal occupation of Mr. Alpert is managing private investments. The principal occupation of Mr. Webb is managing private investments.

 

(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)           No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

(f)           The place of organization and/or citizenship of each Reporting Person is listed in paragraph (a) of this Item 2.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

210/CRDS expended an aggregate of $4,000,000 of cash to acquire 1,492,285 Shares in a privately negotiated transaction at a purchase price of approximately $2.68 per Share.

 

Item 4.

Purpose of Transaction.

 

The acquisition of the Shares by 210/CRDS was for investment purposes.

 

On August 13, 2017, the Issuer filed a voluntary petition in the United States Bankruptcy Court for the Western District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code, 11.U.S.C. §§ 101-1532 (the “Chapter 11 Case”). On such date the Issuer filed in the Chapter 11 Case a plan of reorganization and associated supporting documentation providing for the implementation of the Securities Purchase Agreement (as defined below) pursuant to a confirmed prepackaged Chapter 11 plan of reorganization (the “Plan”). A Copy of the Plan is attached as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference.

 

On September 18, 2017, the Bankruptcy Court entered an Order (I) Granting Final Approval of Disclosure Statement and (II) Confirming Prepackaged Plan of Reorganization for Crossroads Systems, Inc. under Chapter 11 of the United States Bankruptcy Code (the “Confirmation Order”).

 

On October 3, 2017 (the “Effective Date”), pursuant to the Plan, 210/CRDS entered into a Securities Purchase Agreement, by and between 210/CRDS and the Issuer (the “Securities Purchase Agreement”), pursuant to which 210/CRDS purchased 1,492,285 newly issued shares of common stock of the Issuer at a cash purchase price of $2.68 per share for an aggregate purchase price of $4,000,000. In connection with the Securities Purchase Agreement, the Issuer and 210/CRDS entered into a Registration Rights Agreement providing 210/CRDS with certain registration rights under the Securities Act (the “Registration Rights Agreement”). Pursuant to the Securities Purchase Agreement, 210/CRDS and the Issuer will enter into a Loan Agreement and Promissory Note within 45 days of the Effective Date, whereby upon Issuer fulfilling certain conditions and at the Issuer’s option, 210/CRDS would advance one or more loans to the Issuer. Copies of each of the Securities Purchase Agreement and the Registration Rights Agreement are attached as Exhibits 99.3 and 99.4 to this Schedule 13D and are incorporated herein by reference.

 

Pursuant to the Plan and the Securities Purchase Agreement, prior to the Effective Time (as defined below), the Issuer’s board of directors underwent the following changes: (i) all of the Issuer’s then-existing directors except for two directors (the “Continuing Directors”) voluntarily resigned from the Issuer’s board of directors; (ii) 210/CRDS designated Messrs. Alpert and Webb to the board of directors; (iii) Robert Alpert was appointed as Chairman of the Board of the Issuer’s board of directors; and (iv) the Continuing Directors and Messrs. Alpert and Webb appointed Claire Gogel to serve as an “independent” director on the Issuer’s board of directors.

 

Pursuant to the Plan, at 4:00 p.m., Eastern Time, on the Effective Date (the “Effective Time”), all issued and outstanding shares of common stock of the Issuer (other than the shares issued pursuant to the Securities Purchase Agreement) were deemed cancelled pursuant to the terms of the Plan and the Confirmation Order. Immediately thereafter, shares of new common stock were deemed issued to each of the holders of cancelled shares, such that each cancelled share of common stock was replaced by a share of new common stock in the reorganized Issuer, on a 1-for-1 basis, in the same names and same amounts as were outstanding immediately prior to the Effective Time.

 

 

On the Effective Date, pursuant to the Plan and the Securities Purchase Agreement, the Issuer amended its charter to prohibit certain transfers of the Issuer’s stock without the prior approval of the Issuer’s board of directors in order to protect the Issuer’s net operating loss carryforward (the “Charter Amendment”). A copy of the Charter Amendment is attached as Exhibit 99.5 to this Schedule 13D and is hereby incorporated herein by reference.

 

The Reporting Persons intend from time to time to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and for shares of common stock of the Issuer in particular, as well as other developments and other investment opportunities. Based upon such review, and subject to the agreements described above, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of common stock of the Issuer or disposal of some or all of the shares of common stock of the Issuer currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons. In pursuing their investment purposes, the Reporting Persons plan to monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons have in the past and may in the future discuss such matters with one or more shareholders, officers or directors of the Issuer, industry analysts, existing or potential strategic partners, investment and financing professionals, sources of credit and other investors.

 

Each of Messrs. Alpert and Webb serve on the board of directors of the Issuer, and Mr. Alpert serves as Chairman of the Board. This Schedule 13D does not relate to actions taken by either Messrs. Alpert or Webb in their capacity as directors, and any such actions taken by them in their capacity as directors of the Issuer, in respect of any of the matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule D, will be reported by the Issuer in periodic and other reports filed by the Issuer under the Act.

 

Except as set forth above, none of the Reporting Persons currently has any plans or proposals that relate to: (a) the acquisition by the Reporting Persons of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule D) or formulate and implement plans or proposals with respect to any of the foregoing.

 

 

Item 5.

Interest in Securities of the Issuer.

 

(a)           The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person are stated in Items 11 and 13 on the cover pages hereto.

 

Each of 210 Capital, RHA Partners, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities directly held by 210/CRDS covered by this Schedule 13D.

 

(b)           Number of Shares as to which each Reporting Person has:

 

(i)

sole power to vote or to direct the vote:

 

See Item 7 on the cover pages hereto.

 

(ii)

shared power to vote or to direct the vote:

 

See Item 8 on the cover pages hereto.

 

(iii)

sole power to dispose or to direct the disposition of:

 

See Item 9 on the cover pages hereto.

 

(iv)

shared power to dispose or to direct the disposition of:

 

See Item 10 on the cover pages hereto.

 

(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of such transactions were privately negotiated transactions, except as otherwise noted.

 

(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 Shares.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons entered into the Joint Filing Agreement with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

See Item 4 for a description of the Plan, which such description is incorporated herein by reference. The Plan is attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

 

See Item 4 for a description of the Securities Purchase Agreement, which such description is incorporated herein by reference. The Securities Purchase Agreement is attached hereto as Exhibit 99.3 and incorporated herein by reference.

 

See Item 4 for a description of the Registration Rights Agreement, which such description is incorporated herein by reference. The Registration Rights Agreement is attached hereto as Exhibit 99.4 and incorporated herein by reference.

 

See Item 4 for a description of the Charter Amendment, which such description is incorporated herein by reference. The Charter Amendment is attached hereto as Exhibit 99.5 and incorporated herein by reference.

 

Except as otherwise described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to the common stock of the Issuer or any other securities of the Issuer.

 

Item 7.

Material to be Filed as Exhibits.

 

99.1

Joint Filing Agreement by and among 210/CRDS Investment LLC, 210 Capital, LLC, Covenant RHA Partners, L.P., CCW/LAW Holdings, LLC, RHA Investments, Inc., Robert H. Alpert and C. Clark Webb, dated as of October 24, 2017.

 

99.2

Prepackaged Plan of Reorganization for Crossroads Systems, Inc. under Chapter 11 of the United States Bankruptcy Code, dated as of August 13, 2017.

 

99.3

Securities Purchase Agreement, dated as of October 3, 2017, by and between 210/CRDS Investment LLC and Crossroads Systems, Inc.

 

99.4

Registration Rights Agreement, dated as of October 3, 2017, by and between 210/CRDS Investment LLC and Crossroads Systems, Inc.

 

99.5

Charter Amendment, dated as of October 3, 2017, by Crossroads Systems, Inc.

 

 

SIGNATURES

 

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

 

Dated: October 24, 2017

 

	210/CRDS INVESTMENT LLC
	By:	210 Capital, LLC
	Its:	Sole Member
	By:	Covenant RHA Partners, L.P.
	Its:	Member
	By:	/s/ Robert H. Alpert
	Name:	Robert H. Alpert
	Title:	Authorized Signatory
	By:	CCW/LAW Holdings, LLC
	Its:	Member
	By:	/s/ C. Clark Webb
	Name:	C. Clark Webb
	Title:	Authorized Signatory
	210 CAPITAL, LLC
	By:	Covenant RHA Partners, L.P.
	Its:	Member
	By:	/s/ Robert H. Alpert
	Name:	Robert H. Alpert
	Title:	Authorized Signatory
	By:	CCW/LAW Holdings, LLC
	Its:	Member
	By:	/s/ C. Clark Webb
	Name:	C. Clark Webb
	Title:	Authorized Signatory

 

 

	COVENANT RHA PARTNERS, L.P.
	By:	/s/ Robert H. Alpert
	Name:	Robert H. Alpert
	Title:	Authorized Signatory
	CCW/LAW HOLDINGS, LLC
	By:	/s/ C. Clark Webb
	Name:	C. Clark Webb
	Title:	Authorized Signatory
	RHA INVESTMENTS, INC.
	By:	/s/ Robert H. Alpert
	Name:	Robert H. Alpert
	Title:	President
	/s/ Robert H. Alpert
	ROBERT H. ALPERT
	/s/ C. Clark Webb
	C. CLARK WEBB

 

 

SCHEDULE A

 

Transactions in the Shares During the Past Sixty Days

 

Type of Security

Securities Purchased / (Sold)

Price Per Share($)

Date of Purchase / Sale

 

210/CRDS INVESTMENT LLC

 

Common Stock

1,492,285

2.68

October 3, 2017