Filing Details
- Accession Number:
- 0000921895-18-002006
- Form Type:
- 13D Filing
- Publication Date:
- 2018-06-25 12:14:47
- Filed By:
- Richmond Brothers, Inc.
- Company:
- Air Industries Group (NYSE:AIRI)
- Filing Date:
- 2018-06-25
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Richmond Brothers, Inc | 15,333 | 4,183,258 | 4,246,672 | 4,183,258 | 15.8% | |
| RBI Private Investment II | 15,333 | 15,333 | 4,246,672 | 15,333 | Less than 1% | |
| RBI PI Manager | 63,414 | 15,333 | 15,333 | Less than 1% | ||
| Richmond Brothers 401(k) Profit Sharing Plan | 15,333 | 63,414 | 63,414 | Less than 1% | ||
| David S. Richmond | 0 | 15,333 | 4,262,005 | 16.1% | ||
| Matthew J. Curfman | 0 | 4,246,672 | 16.0% |
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
Air Industries Group
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
00912N205
(CUSIP Number)
DAVID S. RICHMONd
richmond brothers, Inc.
3568 Wildwood Avenue
Jackson, Michigan 49202
(517) 435-4040
STEVE WOLOSKY
RYAN NEBEL
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)
July 7, 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 | ||||||||||||||||||
| Richmond Brothers, Inc. | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| OO | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| MICHIGAN | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | - 0 - | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 4,183,258* | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 4,183,258* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 15.8%* | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IA, CO | |||||||||||||||||||
* Includes 312,000 Shares issuable upon the exercise of warrants.
| 2 |
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| RBI Private Investment II, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 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 | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 15,333 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 15,333 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 15,333 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| Less than 1% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
| 3 |
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| RBI PI Manager, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| AF | |||||||||||||||||||
| 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 | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 15,333 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 15,333 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 15,333 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| Less than 1% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
| 4 |
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| Richmond Brothers 401(k) Profit Sharing Plan | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 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 | ||||||||||||||||||
| MICHIGAN | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 63,414 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 63,414 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 63,414 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| Less than 1% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| EP | |||||||||||||||||||
| 5 |
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| David S. Richmond | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| OO | |||||||||||||||||||
| 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 | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 15,333 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 63,414 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 15,333 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 4,246,672* | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 4,262,005* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 16.1%* | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
*Includes 312,000 Shares issuable upon the exercise of warrants.
| 6 |
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| Matthew J. Curfman | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| OO | |||||||||||||||||||
| 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 | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 0 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 63,414 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 0 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 4,246,672* | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 4,246,672* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 16.0%* | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
*Includes 312,000 Shares issuable upon the exercise of warrants.
| 7 |
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”). The Reporting Persons (as defined below) are passive investors in the Issuer (as defined below) and are filing the Schedule 13D as a result of previously acquiring over 20% of the outstanding Shares (as defined below) of the Issuer, which ownership percentage has since decreased as a result of an increase in the number of outstanding Shares of the Issuer.
| Item 1. | Security and Issuer. |
This statement relates to the common stock, $0.001 par value per share (the “Shares”), of Air Industries Group, a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 360 Motor Parkway, Suite 100, Hauppauge, New York 11788.
| Item 2. | Identity and Background. |
(a) This statement is filed by:
| (i) | Richmond Brothers, Inc., a Michigan corporation (“Richmond Brothers”), which serves as the investment advisor to certain managed accounts (the “Separately Managed Accounts”); |
| (ii) | RBI Private Investment II, LLC, a Delaware limited liability company (“RBI PII”); |
| (iii) | RBI PI Manager, LLC, a Delaware limited liability company (“RBI Manager”), which serves as the manager of RBI PII; |
| (iv) | Richmond Brothers 401(k) Profit Sharing Plan, an employee benefit plan organized under the laws of Michigan (the “RBI Plan”); |
| (v) | David S. Richmond, who serves as Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan; and |
| (vi) | Matthew J. Curfman, who serves as President of Richmond Brothers and a trustee of the RBI Plan. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting Persons is 3568 Wildwood Avenue, Jackson, Michigan 49202.
(c) The principal business of Richmond Brothers is serving as a registered investment advisor and the investment advisor to the Separately Managed Accounts. The principal business of RBI PII is investing in securities. The principal business of RBI Manager is serving as the manager of RBI PII. The principal business of the RBI Plan is investing in securities. The principal occupation of Mr. Richmond is serving as Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan. The principal occupation of Mr. Curfman is serving as President of Richmond Brothers and a trustee of the RBI Plan.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
| 8 |
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) Messrs. Richmond and Curfman are citizens of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The securities of the Issuer held in the Separately Managed Accounts and purchased by each of RBI PII and the RBI Plan were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,871,258 Shares held by the Separately Managed Accounts is approximately $5,487,764, excluding brokerage commissions. The aggregate purchase price of the 15,333 Shares owned directly by RBI PII is approximately $22,766, excluding brokerage commissions. The aggregate purchase price of the 63,414 Shares owned directly by the RBI Plan is approximately $102,261, excluding brokerage commissions.
On December 5, 2017, the Separately Managed Accounts received warrants exercisable into 312,000 Shares from the Issuer for participating in a private placement offering to accredited investors. Such warrants have an exercise price of $1.50 per Share and will expire on November 30, 2022.
| Item 4. | Purpose of Transaction. |
The Reporting Persons are passive investors in the Issuer and are filing the Schedule 13D as a result of previously acquiring over 20% of the outstanding Shares of the Issuer (which ownership percentage has since decreased as a result of an increase in the number of outstanding Shares). The Reporting Persons have not acquired the Shares with a purpose or effect of changing or influencing control of the Issuer and no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons may acquire or dispose of Shares in the future.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 26,205,341 Shares outstanding as of May 10, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2018.
| A. | Richmond Brothers |
| (a) | As of the date hereof, 4,183,258 Shares were beneficially owned by the Separately Managed Accounts, including 312,000 Shares issuable upon the exercise of warrants. As the investment advisor to the Separately Managed Accounts, Richmond Brothers may be deemed the beneficial owner of the 4,183,258 Shares beneficially owned by the Separately Managed Accounts. |
Percentage: Approximately 15.8%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,183,258 4. Shared power to dispose or direct the disposition: 0 |
| 9 |
| (c) | The transactions in the securities of the Issuer through the Separately Managed Accounts by Richmond Brothers during the past sixty days are set forth in Schedule A and are incorporated herein by reference. Except as otherwise set forth in Schedule A, such transactions were effected in the open market. |
| B. | RBI PII |
| (a) | As of the date hereof, RBI PII beneficially owned 15,333 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 15,333 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 15,333 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the securities of the Issuer by RBI PII during the past sixty days are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market. |
| C. | RBI Manager |
| (a) | As the manager of RBI PII, RBI Manager may be deemed the beneficial owner of the 15,333 Shares owned by RBI PII. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 15,333 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 15,333 4. Shared power to dispose or direct the disposition: 0 |
| (c) | RBI Manager has not entered into any transactions in the securities of the Issuer during the past sixty days. |
| D. | RBI Plan |
| (a) | As of the date hereof, the RBI Plan beneficially owned 63,414 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 63,414 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 63,414 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the securities of the Issuer by the RBI Plan during the past sixty days are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market. |
| 10 |
| E. | Mr. Richmond |
| (a) | As the Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan, Mr. Richmond may be deemed the beneficial owner of the (i) 4,183,258 Shares beneficially owned by the Separately Managed Accounts, (ii) 15,333 Shares owned by RBI PII and (iii) 63,414 Shares owned by the RBI Plan. |
Percentage: Approximately 16.1%
| (b) | 1. Sole power to vote or direct vote: 15,333 2. Shared power to vote or direct vote: 63,414 3. Sole power to dispose or direct the disposition: 15,333 4. Shared power to dispose or direct the disposition: 4,246,672 |
| (c) | Mr. Richmond has not entered into any transactions in the securities of the Issuer during the past sixty days. |
| F. | Mr. Curfman |
| (a) | As the President of Richmond Brothers and a trustee of the RBI Plan, Mr. Curfman may be deemed the beneficial owner of the (i) 4,183,258 Shares beneficially owned by the Separately Managed Accounts and (ii) 63,414 Shares owned by the RBI Plan. |
Percentage: Approximately 16.0%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 63,414 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,246,672 |
| (c) | Mr. Curfman has not entered into any transactions in the securities of the Issuer during the past sixty days. |
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own.
| (d) | Other than the clients of the Separately Managed Accounts for which Richmond Brothers acts as the investment advisor, 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 securities of the Issuer. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On June 25, 2018 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| 11 |
On December 5, 2017, the Separately Managed Accounts received warrants exercisable into 312,000 Shares from the Issuer for participating in a private placement offering to accredited investors. Such warrants have an exercise price of $1.50 per Share and will expire on November 30, 2022.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement, dated June 25, 2018. |
| 12 |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 25, 2018
| Richmond Brothers, Inc. | |||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Chairman | ||
| RBI Private Investment II, LLC | |||
| By: | RBI PI Manager, LLC | ||
| Manager | |||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Manager | ||
| By: | RBI PI Manager, LLC | ||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Manager | ||
| By: | Richmond Brothers 401(k) Profit Sharing Plan | ||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Trustee | ||
| /s/ David S. Richmond | |
| David S. Richmond |
| /s/ Matthew J. Curfman | |
| Matthew J. Curfman |
| 13 |
SCHEDULE A
Transactions in the Securities of the Issuer During the Past Sixty Days
| Nature of Transaction |
Securities Purchased/Sold | Price per Share ($) |
Date of Purchase/Sale |
Richmond
Brothers, Inc.
(Through the Separately Managed Accounts)
| Purchase of Common Stock1 | 1,996,557 | 1.5000 | 07/07/2017 |
| Purchase of Common Stock | 3,348 | 1.4994 | 07/10/2017 |
| Purchase of Common Stock | 3,378 | 1.4917 | 07/11/2017 |
| Purchase of Common Stock | 6,497 | 1.5358 | 07/11/2017 |
| Purchase of Common Stock | 3,378 | 1.4899 | 07/11/2017 |
| Purchase of Common Stock | 2,703 | 1.4709 | 07/13/2017 |
| Purchase of Common Stock | 1,990 | 1.4926 | 07/13/2017 |
| Purchase of Common Stock | 1,351 | 1.4854 | 07/13/2017 |
| Purchase of Common Stock | 50 | 1.4000 | 07/19/2017 |
| Purchase of Common Stock | 4,800 | 1.3600 | 07/19/2017 |
| Purchase of Common Stock | 2,600 | 1.3400 | 07/19/2017 |
| Purchase of Common Stock | 2,067 | 1.3500 | 07/19/2017 |
| Purchase of Common Stock | 8,071 | 1.4400 | 07/19/2017 |
| Purchase of Common Stock | 280 | 1.4300 | 07/19/2017 |
| Purchase of Common Stock | 370 | 1.4200 | 07/19/2017 |
| Purchase of Common Stock | 6,666 | 1.3990 | 07/20/2017 |
| Purchase of Common Stock | 1,181 | 1.4778 | 07/25/2017 |
| Purchase of Common Stock | 3,676 | 1.4269 | 07/27/2017 |
| Purchase of Common Stock | 7,143 | 1.4140 | 07/27/2017 |
| Purchase of Common Stock | 1,379 | 1.4595 | 07/27/2017 |
| Purchase of Common Stock | 3,472 | 1.4390 | 07/27/2017 |
| Purchase of Common Stock | 1,736 | 1.4369 | 07/28/2017 |
| Purchase of Common Stock | 1,392 | 1.4378 | 07/28/2017 |
| Purchase of Common Stock | 1,528 | 1.4207 | 07/28/2017 |
| Purchase of Common Stock | 1,449 | 1.3726 | 07/31/2017 |
| Purchase of Common Stock | 3,603 | 1.3890 | 08/01/2017 |
| Purchase of Common Stock | 3,731 | 1.3375 | 08/02/2017 |
| Purchase of Common Stock | 708 | 1.4069 | 08/03/2017 |
| Purchase of Common Stock | 581 | 1.3774 | 08/03/2017 |
| Purchase of Common Stock | 543 | 1.3774 | 08/03/2017 |
| Purchase of Common Stock | 3,731 | 1.3804 | 08/03/2017 |
| Purchase of Common Stock | 3,676 | 1.3779 | 08/04/2017 |
| Purchase of Common Stock | 33,200 | 1.3467 | 08/07/2017 |
| Purchase of Common Stock | 2,222 | 1.3511 | 08/07/2017 |
| Purchase of Common Stock | 2,174 | 1.3804 | 08/07/2017 |
| Purchase of Common Stock | 5,594 | 1.4167 | 08/08/2017 |
| Purchase of Common Stock | 30,000 | 1.4437 | 08/08/2017 |
| Purchase of Common Stock | 3,497 | 1.4690 | 08/08/2017 |
| Purchase of Common Stock | 2,124 | 1.4690 | 08/08/2017 |
1Acquired pursuant to the Issuer’s July 2017 underwritten public offering.
| Purchase of Common Stock | 6,993 | 1.4245 | 08/08/2017 |
| Purchase of Common Stock | 3,521 | 1.4468 | 08/09/2017 |
| Purchase of Common Stock | 3,650 | 1.3877 | 08/10/2017 |
| Purchase of Common Stock | 690 | 1.4600 | 08/10/2017 |
| Purchase of Common Stock | 24,138 | 1.4500 | 08/10/2017 |
| Purchase of Common Stock | 651 | 1.4578 | 08/10/2017 |
| Purchase of Common Stock | 3,430 | 1.4555 | 08/10/2017 |
| Purchase of Common Stock | 1,389 | 1.4381 | 08/15/2017 |
| Purchase of Common Stock | 3,759 | 1.3583 | 08/16/2017 |
| Purchase of Common Stock | 752 | 1.4212 | 08/17/2017 |
| Purchase of Common Stock | 1,493 | 1.4269 | 08/17/2017 |
| Purchase of Common Stock | 3,968 | 1.4313 | 08/17/2017 |
| Purchase of Common Stock | 3,968 | 1.2400 | 08/18/2017 |
| Purchase of Common Stock | 470 | 1.3340 | 08/23/2017 |
| Purchase of Common Stock | 2,239 | 1.3311 | 08/23/2017 |
| Purchase of Common Stock | 729 | 1.3790 | 08/23/2017 |
| Purchase of Common Stock | 2,143 | 1.3955 | 08/24/2017 |
| Purchase of Common Stock | 3,497 | 1.4268 | 08/24/2017 |
| Purchase of Common Stock | 7,246 | 1.3882 | 08/24/2017 |
| Purchase of Common Stock | 7,252 | 1.3833 | 08/24/2017 |
| Purchase of Common Stock | 7,092 | 1.4025 | 08/24/2017 |
| Purchase of Common Stock | 2,158 | 1.3926 | 08/24/2017 |
| Purchase of Common Stock | 5,714 | 1.3992 | 08/24/2017 |
| Purchase of Common Stock | 2,192 | 1.3691 | 08/24/2017 |
| Purchase of Common Stock | 3,623 | 1.3991 | 08/25/2017 |
| Purchase of Common Stock | 978 | 1.3979 | 08/25/2017 |
| Purchase of Common Stock | 3,571 | 1.4287 | 08/25/2017 |
| Purchase of Common Stock | 3,546 | 1.4207 | 08/28/2017 |
| Purchase of Common Stock | 1,439 | 1.3995 | 08/28/2017 |
| Purchase of Common Stock | 3,571 | 1.4166 | 08/28/2017 |
| Purchase of Common Stock | 735 | 1.3686 | 08/30/2017 |
| Purchase of Common Stock | 1,316 | 1.3605 | 08/30/2017 |
| Purchase of Common Stock | 3,648 | 1.4026 | 08/31/2017 |
| Purchase of Common Stock | 5,050 | 1.4054 | 08/31/2017 |
| Purchase of Common Stock | 704 | 1.4178 | 09/01/2017 |
| Purchase of Common Stock | 2,941 | 1.3769 | 09/05/2017 |
| Purchase of Common Stock | 3,704 | 1.3698 | 09/06/2017 |
| Purchase of Common Stock | 2,190 | 1.3865 | 09/07/2017 |
| Purchase of Common Stock | 3,542 | 1.4179 | 09/08/2017 |
| Purchase of Common Stock | 1,449 | 1.4099 | 09/11/2017 |
| Purchase of Common Stock | 2,778 | 1.4456 | 09/12/2017 |
| Purchase of Common Stock | 690 | 1.4461 | 09/12/2017 |
| Purchase of Common Stock | 3,497 | 1.4234 | 09/14/2017 |
| Purchase of Common Stock | 6,849 | 1.4362 | 09/14/2017 |
| Purchase of Common Stock | 194 | 1.4686 | 09/18/2017 |
| Purchase of Common Stock | 3,448 | 1.4661 | 09/18/2017 |
| Purchase of Common Stock | 2,041 | 1.4599 | 09/20/2017 |
| Purchase of Common Stock | 253 | 1.4795 | 09/20/2017 |
| Purchase of Common Stock | 238 | 1.4795 | 09/20/2017 |
| Purchase of Common Stock | 3,571 | 1.4362 | 09/21/2017 |
| Purchase of Common Stock | 2,878 | 1.3956 | 09/21/2017 |
| Purchase of Common Stock | 7,143 | 1.4005 | 09/21/2017 |
| Purchase of Common Stock | 715 | 1.3972 | 09/22/2017 |
| Purchase of Common Stock | 3,623 | 1.4270 | 09/25/2017 |
| Purchase of Common Stock | 3,514 | 1.4406 | 09/27/2017 |
| Purchase of Common Stock | 3,497 | 1.4222 | 09/28/2017 |
| Purchase of Common Stock | 3,494 | 1.4484 | 09/28/2017 |
| Purchase of Common Stock | 3,497 | 1.4261 | 09/28/2017 |
| Purchase of Common Stock | 2,071 | 1.4521 | 09/29/2017 |
| Purchase of Common Stock | 2,045 | 1.4661 | 09/29/2017 |
| Purchase of Common Stock | 279 | 1.4400 | 10/03/2017 |
| Purchase of Common Stock | 4,069 | 1.4742 | 10/03/2017 |
| Purchase of Common Stock | 3,448 | 1.4626 | 10/03/2017 |
| Purchase of Common Stock | 2,920 | 1.3778 | 10/04/2017 |
| Purchase of Common Stock | 2,243 | 1.3363 | 10/04/2017 |
| Purchase of Common Stock | 731 | 1.3790 | 10/05/2017 |
| Purchase of Common Stock | 2,221 | 1.3689 | 10/05/2017 |
| Purchase of Common Stock | 1,328 | 1.3972 | 10/05/2017 |
| Purchase of Common Stock | 1,253 | 1.3956 | 10/05/2017 |
| Purchase of Common Stock | 1,433 | 1.3999 | 10/06/2017 |
| Purchase of Common Stock | 1,418 | 1.4162 | 10/06/2017 |
| Purchase of Common Stock | 2,143 | 1.3977 | 10/06/2017 |
| Purchase of Common Stock | 3,571 | 1.4124 | 10/06/2017 |
| Purchase of Common Stock | 7,157 | 1.3952 | 10/10/2017 |
| Purchase of Common Stock | 2,513 | 1.3972 | 10/10/2017 |
| Purchase of Common Stock | 3,571 | 1.4110 | 10/10/2017 |
| Purchase of Common Stock | 3,544 | 1.4025 | 10/10/2017 |
| Purchase of Common Stock | 1,399 | 1.4472 | 10/10/2017 |
| Purchase of Common Stock | 1,900 | 1.4471 | 10/10/2017 |
| Purchase of Common Stock | 3,546 | 1.4306 | 10/11/2017 |
| Purchase of Common Stock | 3,518 | 1.4299 | 10/11/2017 |
| Purchase of Common Stock | 1,429 | 1.4072 | 10/11/2017 |
| Purchase of Common Stock | 3,497 | 1.4240 | 10/11/2017 |
| Purchase of Common Stock | 6,993 | 1.4300 | 10/11/2017 |
| Purchase of Common Stock | 1,486 | 1.4000 | 10/12/2017 |
| Purchase of Common Stock | 2,159 | 1.3932 | 10/13/2017 |
| Purchase of Common Stock | 2,941 | 1.3898 | 10/13/2017 |
| Purchase of Common Stock | 3,650 | 1.3785 | 10/16/2017 |
| Purchase of Common Stock | 1,460 | 1.3794 | 10/16/2017 |
| Purchase of Common Stock | 1,449 | 1.3882 | 10/16/2017 |
| Purchase of Common Stock | 7,194 | 1.3981 | 10/17/2017 |
| Purchase of Common Stock | 2,899 | 1.3949 | 10/17/2017 |
| Purchase of Common Stock | 3,549 | 1.4170 | 10/17/2017 |
| Purchase of Common Stock | 714 | 1.4189 | 10/18/2017 |
| Purchase of Common Stock | 3,552 | 1.4200 | 10/18/2017 |
| Purchase of Common Stock | 1,937 | 1.4299 | 10/18/2017 |
| Purchase of Common Stock | 705 | 1.4130 | 10/18/2017 |
| Purchase of Common Stock | 7,042 | 1.4622 | 10/20/2017 |
| Purchase of Common Stock | 14,456 | 1.3907 | 10/23/2017 |
| Purchase of Common Stock | 2,206 | 1.3599 | 10/25/2017 |
| Purchase of Common Stock | 1,471 | 1.3599 | 10/25/2017 |
| Purchase of Common Stock | 5,888 | 1.3599 | 10/25/2017 |
| Purchase of Common Stock | 1,471 | 1.3688 | 10/25/2017 |
| Purchase of Common Stock | 1,471 | 1.3587 | 10/25/2017 |
| Purchase of Common Stock | 7,502 | 1.3509 | 10/26/2017 |
| Purchase of Common Stock | 3,653 | 1.4200 | 10/26/2017 |
| Purchase of Common Stock | 3,704 | 1.3589 | 10/26/2017 |
| Purchase of Common Stock | 2,239 | 1.3514 | 10/26/2017 |
| Purchase of Common Stock | 1,493 | 1.3459 | 10/31/2017 |
| Purchase of Common Stock | 435 | 1.3450 | 10/31/2017 |
| Purchase of Common Stock | 429 | 1.3461 | 10/31/2017 |
| Purchase of Common Stock | 2,235 | 1.3490 | 10/31/2017 |
| Purchase of Common Stock | 5,303 | 1.3295 | 10/31/2017 |
| Purchase of Common Stock | 2,385 | 1.3324 | 10/31/2017 |
| Purchase of Common Stock | 1,503 | 1.3399 | 10/31/2017 |
| Purchase of Common Stock | 1,483 | 1.3423 | 10/31/2017 |
| Purchase of Common Stock | 3,731 | 1.3490 | 10/31/2017 |
| Purchase of Common Stock | 2,290 | 1.3124 | 11/01/2017 |
| Purchase of Common Stock | 752 | 1.3252 | 11/03/2017 |
| Purchase of Common Stock | 1,524 | 1.3198 | 11/06/2017 |
| Purchase of Common Stock | 1,504 | 1.3533 | 11/06/2017 |
| Purchase of Common Stock | 1,515 | 1.3324 | 11/07/2017 |
| Purchase of Common Stock | 752 | 1.3411 | 11/07/2017 |
| Purchase of Common Stock | 760 | 1.3234 | 11/08/2017 |
| Purchase of Common Stock | 1,527 | 1.3259 | 11/08/2017 |
| Purchase of Common Stock | 1,471 | 1.3699 | 11/08/2017 |
| Purchase of Common Stock | 6,034 | 1.3290 | 11/08/2017 |
| Purchase of Common Stock | 1,449 | 1.3931 | 11/10/2017 |
| Purchase of Common Stock | 2,143 | 1.4090 | 11/13/2017 |
| Purchase of Common Stock | 1,512 | 1.3234 | 11/14/2017 |
| Purchase of Common Stock | 526 | 1.3234 | 11/14/2017 |
| Purchase of Common Stock | 2,256 | 1.3363 | 11/14/2017 |
| Purchase of Common Stock | 382 | 1.3296 | 11/15/2017 |
| Purchase of Common Stock | 3,720 | 1.3492 | 11/16/2017 |
| Purchase of Common Stock | 5,970 | 1.3472 | 11/16/2017 |
| Purchase of Common Stock | 3,704 | 1.3693 | 11/16/2017 |
| Purchase of Common Stock | 3,731 | 1.3499 | 11/16/2017 |
| Purchase of Common Stock | 1,493 | 1.3481 | 11/16/2017 |
| Purchase of Common Stock | 2,974 | 1.3433 | 11/16/2017 |
| Purchase of Common Stock | 1,429 | 1.3952 | 11/21/2017 |
| Purchase of Common Stock | 730 | 1.3851 | 11/22/2017 |
| Sale of Common Stock | (5,672) | 1.3667 | 11/27/2017 |
| Purchase of Common Stock | 3,623 | 1.3763 | 11/28/2017 |
| Purchase of Common Stock | 3,546 | 1.4074 | 11/28/2017 |
| Purchase of Common Stock | 1,449 | 1.3722 | 11/28/2017 |
| Purchase of Common Stock | 3,623 | 1.3765 | 11/28/2017 |
| Purchase of Common Stock | 2,206 | 1.3590 | 11/30/2017 |
| Purchase of Common Stock | 2,941 | 1.3565 | 11/30/2017 |
| Purchase of Common Stock2 | 1,040,000 | 1.2500 | 12/05/2017 |
| Purchase of Common Stock | 1,471 | 1.3553 | 12/07/2017 |
2 Acquired pursuant to a private placement by Taglich Brothers, Inc., as placement agent, on behalf of the Issuer.
| Purchase of Common Stock | 727 | 1.3659 | 12/07/2017 |
| Purchase of Common Stock | 3,625 | 1.3339 | 12/12/2017 |
| Purchase of Common Stock | 1,498 | 1.3330 | 12/12/2017 |
| Purchase of Common Stock | 3,745 | 1.3396 | 12/12/2017 |
| Purchase of Common Stock | 1,908 | 1.3067 | 12/14/2017 |
| Purchase of Common Stock | 3,101 | 1.2899 | 12/15/2017 |
| Purchase of Common Stock | 750 | 1.3323 | 12/18/2017 |
| Purchase of Common Stock | 6,185 | 1.6100 | 12/21/2017 |
| Purchase of Common Stock | 7,519 | 1.3200 | 02/06/2018 |
| Purchase of Common Stock | 7,519 | 1.3200 | 02/06/2018 |
| Sale of Common Stock | (1,646) | 1.3648 | 02/23/2018 |
| Sale of Common Stock | (1,672) | 1.6009 | 03/16/2018 |
| Sale of Common Stock | (5,267) | 1.6170 | 03/19/2018 |
| Sale of Common Stock | (4,567) | 1.6100 | 03/21/2018 |
| Purchase of Common Stock | 1,564 | 1.5900 | 03/21/2018 |
| Purchase of Common Stock | 2,000 | 1.5863 | 03/21/2018 |
| Sale of Common Stock | (1,815) | 1.5075 | 05/01/2018 |
| Purchase of Common Stock | 2,727 | 1.6500 | 05/18/2018 |
| Purchase of Common Stock | 1,878 | 1.6500 | 05/18/2018 |
| Purchase of Common Stock | 696 | 1.6500 | 05/18/2018 |
| Purchase of Common Stock | 2,509 | 1.6000 | 05/23/2018 |
| Purchase of Common Stock | 6,289 | 1.5944 | 05/23/2018 |
| Purchase of Common Stock | 2,424 | 1.6401 | 05/29/2018 |
| Purchase of Common Stock | 1,212 | 1.6401 | 05/29/2018 |
| Purchase of Common Stock | 3,030 | 1.6401 | 05/29/2018 |
| Purchase of Common Stock | 9,696 | 1.6401 | 05/29/2018 |
| Purchase of Common Stock | 1,607 | 1.6401 | 05/29/2018 |
| Purchase of Common Stock | 2,121 | 1.6401 | 05/29/2018 |
| Purchase of Common Stock | 1,212 | 1.6401 | 05/29/2018 |
| Purchase of Common Stock | 2,269 | 1.6401 | 05/29/2018 |
| Purchase of Common Stock | 3,030 | 1.6401 | 05/29/2018 |
| Purchase of Common Stock | 4,848 | 1.6401 | 05/29/2018 |
| Purchase of Common Stock | 3,030 | 1.6406 | 06/01/2018 |
| Purchase of Common Stock | 606 | 1.6406 | 06/01/2018 |
| Purchase of Common Stock | 2,572 | 1.6406 | 06/01/2018 |
| Purchase of Common Stock | 1,212 | 1.6406 | 06/01/2018 |
| Purchase of Common Stock | 4,242 | 1.6406 | 06/01/2018 |
| Purchase of Common Stock | 4,242 | 1.6406 | 06/01/2018 |
| Purchase of Common Stock | 3,030 | 1.6406 | 06/01/2018 |
| Purchase of Common Stock | 9,090 | 1.6406 | 06/01/2018 |
| Purchase of Common Stock | 2,121 | 1.6406 | 06/01/2018 |
| Purchase of Common Stock | 155 | 1.6406 | 06/01/2018 |
| Sale of Common Stock | (867) | 1.7698 | 06/08/2018 |
| Purchase of Common Stock | 5,879 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,761 | 1.6955 | 06/14/2018 |
|
|
| Purchase of Common Stock | 4,114 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 3,992 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 8,232 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 11,761 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,761 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,173 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 458 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,173 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,761 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,349 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,938 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 17,645 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 4,117 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 5,879 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 8,820 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 6,467 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 5,879 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,055 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 8,820 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,350 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,644 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,349 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,349 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 879 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,938 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,761 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 4,702 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,938 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,761 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 6,464 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,349 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,761 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,761 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,938 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 705 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,764 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 4,702 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,526 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 5,879 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,702 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,761 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 702 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,349 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 3,820 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 3,527 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,938 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 17,644 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 8,820 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 820 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 8,820 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,938 | 1.6955 | 06/14/2018 |
|
| Purchase of Common Stock | 5,879 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 5,291 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 9,408 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 4,114 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 11,762 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 7,644 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 5,291 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 3,232 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 8,821 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 11,761 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,938 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,761 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 588 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,761 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 5,879 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 4,114 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,938 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 5,879 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,994 | 1.6799 | 06/18/2018 |
| Purchase of Common Stock | 3,000 | 1.6585 | 06/18/2018 |
| Purchase of Common Stock | 581 | 1.7106 | 06/21/2018 |
| Purchase of Common Stock | 2,906 | 1.7379 | 06/21/2018 |
| Purchase of Common Stock | 3,529 | 1.7205 | 06/21/2018 |
| Purchase of Common Stock | 4,131 | 1.7244 | 06/21/2018 |
RBI Private Investment II, LLC
| Purchase of Common Stock | 15,333 | 1.4810 | 07/24/2017 |
Richmond Brothers 401(k) Profit Sharing Plan
| Purchase of Common Stock | 1,497 | 1.4680 | 07/24/2017 |
| Purchase of Common Stock | 1,633 | 1.4878 | 07/24/2017 |
| Purchase of Common Stock | 321 | 1.4686 | 09/18/2017 |
| Purchase of Common Stock | 385 | 1.4686 | 09/18/2017 |
| Purchase of Common Stock | 517 | 1.4400 | 09/21/2017 |
| Purchase of Common Stock | 620 | 1.4400 | 09/21/2017 |
| Purchase of Common Stock | 1,886 | 1.4400 | 09/21/2017 |
| Purchase of Common Stock | 2,464 | 1.4400 | 09/21/2017 |
| Purchase of Common Stock | 1,732 | 1.4400 | 09/21/2017 |
| Purchase of Common Stock | 1,746 | 1.4400 | 09/21/2017 |
| Purchase of Common Stock | 76 | 1.3224 | 11/01/2017 |
| Purchase of Common Stock | 95 | 1.3222 | 11/01/2017 |
| Purchase of Common Stock | 1,685 | 1.3798 | 11/27/2017 |
| Purchase of Common Stock | 2,190 | 1.3798 | 11/27/2017 |
| Purchase of Common Stock | 936 | 1.3798 | 11/27/2017 |
| Purchase of Common Stock | 915 | 1.3798 | 11/27/2017 |
| Purchase of Common Stock | 636 | 1.3995 | 11/28/2017 |
| Purchase of Common Stock | 246 | 1.2850 | 12/15/2017 |
| Purchase of Common Stock | 290 | 1.2850 | 12/15/2017 |
|
| Purchase of Common Stock | 10,944 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 9,547 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,261 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 800 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 2,350 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 1,174 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 7,281 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 9,732 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 250 | 1.6955 | 06/14/2018 |
| Purchase of Common Stock | 205 | 1.6955 | 06/14/2018 |