|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B-3 Convertible Preferred Stock | $ 2.6937 | 09/22/2016 | P | 375,000 | (4) | (4) | Common Stock | 139,211 | $ 1 (5) | 375,000 | D (3) | ||||
| Series B-3 Warrant | $ 3 (6) | 09/22/2016 | P | 1 | 03/22/2017 | 09/22/2023 | Common Stock | 104,408 | $ 0 (5) | 1 | D (3) | ||||
| Lock-Up Warrant | $ 3 (6) | 09/22/2016 | P | 1 | 03/22/2017 | 09/22/2023 | Common Stock | 62,500 | $ 0 (5) | 1 | D (3) | ||||
| Lock-Up Warrant | $ 3 (6) | 09/22/2016 | P | 2 | 03/22/2017 | 09/22/2023 | Common Stock | 531,250 | $ 0 (7) | 3 | D (3) | ||||
| Series B-3 Convertible Preferred Stock | $ 1.4937 | 09/29/2016 | P | 1,125,000 | (4) | (4) | Common Stock | 753,138 | $ 1 (8) | 1,500,000 | D (3) | ||||
| Series B-3 Warrant | $ 3 (6) | 09/29/2016 | P | 1 | 03/29/2017 | 09/29/2023 | Common Stock | 564,854 | $ 0 (8) | 2 | D (3) | ||||
| Lock-Up Warrant | $ 3 (6) | 09/29/2016 | P | 1 | 03/29/2017 | 09/29/2023 | Common Stock | 187,500 | $ 0 (8) | 4 | D (3) | ||||
| Lock-Up Warrant | $ 3 (6) | 09/29/2016 | P | 1 | 03/29/2017 | 09/29/2023 | Common Stock | 93,750 | $ 0 (7) | 5 | D (3) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| 10X Fund, L.P. 1230 PEACHTREE STREET, N.E., SUITE 2445 ATLANTA,, GA 30309 |
X | |||
| 10X Capital Management, LLC 1099 FOREST LAKE TERRACE NICEVILLE, FL 32578 |
X | |||
| /s/ James C. Czirr, as Managing Member of the General Partner for 10X Fund, LP | 10/24/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ James C. Czirr, as Managing Member of 10X Capital Management, LLC | 10/24/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Received as a dividend on shares of Series B-1 and B-2 Convertible Preferred Stock owned by 10X Fund, L.P. |
| (2) | Distributed as an in-kind distribution to a withdrawing limited partner in 10X Fund, LP., which was effective as of 9/30/16. |
| (3) | 10X Fund, L.P. has direct beneficial ownership of all the securities owned by 10X Fund, L.P. 10X Capital Management, LLC, a Florida limited liability company, is the general partner of 10X Fund, L.P., a Delaware limited partnership, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P. 10X Capital Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| (4) | Each share of Series B-3 Convertible Preferred Stock is convertible immediately into shares of Issuer's common stock at a conversion price equal to the market price of the common stock on the date of issuance of the Series B-3 Convertible Preferred Stock, plus $0.9375 per share. |
| (5) | On September 22, 2016, 10X Fund, L.P. purchased (a) 375,000 shares of Series B-3 Convertible Preferred Stock, (b) one Series B-3 Warrant to purchase 104,408 shares of common stock at 3.00 per share, and (c) one Lock-Up Warrant to purchase 62,500 shares of common stock at $3.00 per share, for total consideration of $375,000. |
| (6) | The exercise price of the Series B-3 Warrant and the Lock-Up Warrant is subject to a one-time downward adjustment based upon the subsequent agreement between the company and a lead investor in the event the company prices its private offering below certain thresholds. |
| (7) | On September 22, 2016, the company and 10X Fund, LP entered into a Lock-Up Agreement, under which the Company agreed to issue 10X Fund, L.P. Lock-Up Warrants to purchase 500,000 shares of common stock, plus additional Lock-Up Warrants to purchase 0.08333 shares of common stock for every $1 invested by 10X Fund, LP in the Company's Series B-3 Convertible Preferred Stock offering, up to a maximum of 500,000 warrants. |
| (8) | On September 29, 2016, 10X Fund, L.P. purchased (a) 1,125,000 shares of Series B-3 Convertible Preferred Stock, (b) one Series B-3 Warrant to purchase 564,854 shares of common stock at 3.00 per share, and (c) one Lock-Up Warrant to purchase 187,500 shares of common stock at $3.00 per share, for total consideration of $1,125,000. |