This prospectus contains forward-looking statements that involve risks and uncertainties. Forward-looking statements provide our current expectations and
forecasts about future events, and include statements regarding our future results of operations and financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words
anticipate, believe, plan, estimate, expect, strive, future, intend, may and similar expressions as they relate to us are intended to
identify such forward-looking statements. Readers are urged not to place undue reliance on these forward looking statements, which speak only as of the date made. Our actual results could differ materially from the results anticipated in these
forward-looking statements as a result of certain factors set forth in the section entitled
Risk Factors
and elsewhere in this prospectus and in the documents incorporated by reference in this prospectus. Risks and uncertainties
that could cause actual results to differ include, without limitation, the level of government subsidies and economic incentives for solar energy, general economic conditions, adoption of solar energy technologies, pricing, including pricing of
conventional energy sources, construction risks, changing regulatory environment, changing energy technologies, our geographic concentration, our business plan, acquisitions, integration of acquired businesses, insufficient cash flow, indebtedness,
loss of key personnel, brand value, litigation, merchandise and solar panel supply problems, construction costs, competition, third party financing costs, customer satisfaction, product liabilities, warranty and service claims, credit risk,
non-compliance with Nasdaq continued listing standards, volatile market price of our Class A Common Stock, security analyst coverage of our Class A Common Stock, dilution for shareholders upon the exercise of warrants, limited public
trading market, the significant ownership and voting power of our Class A Common Stock held by Riverside Renewable Energy Investment LLC (Riverside), our historical association with Gaiam, Inc. (Gaiam), a future sale of
securities by Riverside, and other risks and uncertainties included in our filings with the Securities and Exchange Commission (SEC). We caution you that no forward-looking statement is a guarantee of future performance, and you should
not place undue reliance on these forward-looking statements which reflect our view only as of the date of this report. We undertake no obligation to update any forward-looking information.
SELLING SHAREHOLDERS
The shares of Class A Common Stock being offered by the selling shareholders are those issued to the selling shareholders pursuant to the Securities
Purchase Agreement and issuable to the selling shareholders upon exercise of warrants issued to the selling shareholders pursuant to the Securities Purchase Agreement. For additional information regarding the issuance of the warrants, see the
section entitled
Description of the Transaction
above. We are registering the shares of Class A Common Stock in accordance with the terms of a Registration Rights Agreement with the selling shareholders in order to permit the
selling shareholders to offer the shares for resale from
5
time to time. Except for the ownership of Class A Common Stock and warrants issued pursuant to the Securities Purchase Agreement or in prior securities offering by us and as otherwise noted
below, the selling shareholders have not had any material relationship with us within the past three years.
The table below lists the selling
shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of the shares of Class A Common Stock held by each of the selling
shareholders. The second column lists the number of shares of Class A Common Stock beneficially owned by the selling shareholders, based on their respective ownership of shares of Class A Common Stock and warrants as of July 25, 2014,
assuming full exercise of the warrants held by each such selling shareholder on that date to the extent exercisable within 60 days after July 25, 2014 and as permissible after taking into account any limitations on exercise set forth therein.
The third column lists the shares of Class A Common Stock being offered by this prospectus by the selling shareholders and does not take into account any limitations on the exercise of the warrants set forth therein. The fourth column lists the
shares of Class A Common Stock held by each selling shareholder after completion of this offering and assumes that each selling shareholder sells all of the shares covered by this prospectus without taking into account any limitations on the
exercise of the warrants issued in our July 9, 2014 private placement but after taking into account any limitation on the exercise of warrants outstanding before our July 9, 2014 private placement, and assumes full exercise of the warrants
held by each of the selling shareholders on that date to the extent exercisable within 60 days after July 25, 2014. The fifth column lists the percentage ownership held by each selling shareholder after completion of this offering and assumes
that the selling shareholder has exercised warrants exercisable within 60 days after July 25, 2014 after taking into account any limitations on the exercise of the warrants set forth therein, and that no other selling shareholder has exercised
any warrants. The information presented regarding the selling shareholders is based, in part, on information the selling shareholders provided to us. Because the number of shares issuable upon exercise of the warrants is subject to anti-dilutive
adjustments in certain circumstances, the number of shares that will actually be issued may be higher than the number of shares being offered by this prospectus.
We do not know when or in what amounts the selling shareholders may sell or otherwise dispose of the shares of Class A Common Stock covered by this
prospectus. The selling shareholders may not sell any or all of the shares offered by this prospectus. Other than the agreements we entered into with the selling shareholders in connection with the July 9, 2014 private placement, we currently
have no agreements, arrangements or understandings with the selling shareholders regarding the sale by the selling shareholders of any of the shares of Class A Common Stock covered by this prospectus. In addition, information about the selling
shareholders may change over time. The selling shareholders may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their shares since the date on which the information in the
table is presented. Any changed or new information given to us by the selling security holders will be set forth in supplements to this prospectus or amendments to the registration statement of which this prospectus is a part, if and when necessary.
Because of the foregoing, we cannot estimate the number of the shares that will be held by the selling shareholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none
of the shares covered by this prospectus will be held by the selling shareholders.
Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power over securities. To our knowledge, unless otherwise indicated, all persons named in the table below have sole voting and investment power with respect to their shares of Class A Common
Stock. Percentage of beneficial ownership is based on 52,092,063 shares of Class A Common Stock outstanding as of July 25, 2014.
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Name of Selling shareholder
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Shares of
Class A
Common
Stock
Beneficially
Owned
Prior to
Offering
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Maximum
Number
of Shares
to be Sold
Pursuant
to
Offering
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Shares of
Class A
Common
Stock
Beneficially
Owned
After
Offering
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Percentage
Ownership
After
Offering
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683 Capital Partners, LP (1)
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416,667
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604,167
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0
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0.00
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%
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Kingsbrook Opportunities Master Fund LP (2)
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360,959
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392,708
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90,126
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*
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Alder Capital Partners I, LP (3)
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250,000
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362,500
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0
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0.00
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%
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Alpha Capital Anstalt (4)
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231,000
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334,950
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0
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0.00
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%
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6
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Capital Ventures International (5)
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102,344
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333,500
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102,344
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*
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Midsummer Small Cap Master, Ltd. (6)
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229,167
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332,292
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0
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0.00
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%
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Empery Asset Master, Ltd. (7)
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180,496
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261,719
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0
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0.00
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%
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Empery Tax Efficient, LP (8)
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27,837
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40,364
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0
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0.00
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%
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Cranshire Capital Master Fund, Ltd. (9)
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156,250
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226,563
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0
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0.00
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%
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Equitec Specialists, LLC (10)
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52,083
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75,520
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0
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0.00
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%
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Anson Investments Master Fund LP (11)
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278,515
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181,250
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153,515
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*
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Brio Capital Master Fund, Ltd. (12)
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125,000
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181,250
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0
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0.00
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%
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BTG Investments LLC (13)
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125,000
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181,250
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0
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0.00
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%
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Hudson Bay Master Fund Ltd. (14)
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130,107
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181,250
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5,107
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*
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Iroquois Master Fund Ltd. (15)
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227,344
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181,250
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102,344
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*
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Palisade Long Short Alpha Master Fund (Cayman) Limited (16)
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120,000
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174,000
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0
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0.00
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%
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Richard Smithline (17)
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62,500
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90,625
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0
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0.00
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%
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Michael Chill (18)
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20,000
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29,000
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0
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0.00
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%
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Theodore Roth (19)
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10,417
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15,105
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0
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0.00
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%
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Gordon Roth (20)
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10,417
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15,105
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0
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0.00
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%
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John Weber (21)
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10,000
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14,500
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0
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0.00
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%
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Jesse Pichel (22)
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8,300
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12,035
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0
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0.00
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%
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John Chambers (23)
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4,167
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6,042
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0
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0.00
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%
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Michael Aaron Margolis (24)
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4,167
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6,042
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0
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0.00
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%
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* Indicates less than 1% ownership.
(1) Includes 416,667 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2,
excludes 187,500 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Ari Zweiman, as managing member, has authority to vote and dispose of the shares held by 683 Capital
Partners, LP and may be deemed the beneficial owner of the shares.
(2) Includes 90,126 shares issuable upon the exercise of warrants held
before closing of our July 9 private placement and 270,833 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2, excludes 121,875 shares of Class A Common Stock issuable
upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Kingsbrook Partners LP (Kingsbrook Partners) is the investment manager of Kingsbrook Opportunities Master Fund LP (Kingsbrook Opportunities)
and consequently has voting control and investment discretion over securities held by Kingsbrook Opportunities. Kingsbrook Opportunities GP LLC (Opportunities GP) is the general partner of Kingsbrook Opportunities and may be considered
the beneficial owner of any securities deemed to be beneficially owned by Kingsbrook Opportunities. KB GP LLC (GP LLC) is the general partner of Kingsbrook Partners and may be considered the beneficial owner of any securities deemed to
be beneficially owned by Kingsbrook Partners. Ari J. Storch, Adam J. Chill and Scott M. Wallace are the sole managing member of the Opportunities GP and GP LLC and as a result may be considered beneficial owners of any securities deemed beneficially
owned by Opportunities GP, GP LLC and Messrs. Storch, Chill and Wallace disclaim beneficial ownership of these securities.
(3) Includes
250,000 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2, excludes 112,500 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the
Securities Purchase Agreement. Michael Licosati has authority to vote and dispose of the shares held by Alder Capital Partners I, LP and may be deemed the beneficial owner of the shares.
(4) Includes 231,000 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2,
excludes 103,950 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Konrad Ackermana has authority to vote and dispose of the shares held by Alpha Capital Anstalt and may
be deemed the beneficial owner of the shares.
(5) Includes 102,344 shares issuable upon the exercise of warrants held before closing of
our July 9 private placement and 230,000 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2, excludes 103,500 shares of Class A Common Stock issuable upon the exercise of
warrants issued pursuant to the Securities Purchase Agreement and, with respect to column 2 and column 4, excludes 2,507,500 shares of Class A Common Stock underlying warrants held before closing of our July 9 private
7
placement. Heights Capital Management, Inc., the authorized agent of Capital Ventures International (CVI), has discretionary authority to vote and dispose of these shares. Martin
Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the
shares. CVI is an affiliate of a broker-dealer. CVI bought the registrable securities in the ordinary course of business, and at the time of the of the registrable securities to be resold, CVI had no agreements or understanding, directly or
indirectly, with any person to distribute the registrable securities.
(6) Includes 229,167 shares of Class A Common Stock issued
pursuant to the Securities Purchase Agreement but, with respect to column 2, excludes 103,125 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Joshua Thomas and Alan
Benaim have authority to vote and dispose of the shares held by Midsummer Small Cap Master, Ltd. and may be deemed the beneficial owner of the shares.
(7) Includes 180,496 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2,
excludes 81,223 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Empery Asset Management LP, the authorized agent of Empery Asset Master Ltd (EAM), has
discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed
to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
(8) Includes 27,837 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2,
excludes 12,527 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Empery Asset Management LP, the authorized agent of Empery Tax Efficient, LP (ETE), has
discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed
to have investment discretion and voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
(9) Includes 156,250 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2,
excludes 70,313 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Crashire Capital Advisors, LLC (CCA) is the investment manager of Cranshire Capital Master
Fund , Ltd. (Cranshire Master Fund) and has voting control and investment discretion over securities held by Cranshire Master Fund. Mitchell P. Kopin, the president, the sole member and the sole member of the Board of Managers of CCA,
has voting control over CCA. As a result, each of Mr. Kopin and CCA may be deemed to have beneficial ownership over CCA. As a result, each of Mr. Kopin and CCA may be deemed to have beneficial ownership (as determined under
Section 13(d) of the Exchange Act) of the securities held by Cranshire Master Fund. CCA is also the investment manager for manages account for Equitec Specialists, LLC (Equitec) and CCA has voting control and investment discretion
over securities held in the managed accounts for Equitec. Mr. Kopin, the president, the sole member and the sole member of the Board of Managers of CCA, has voting control over CCA. As a result, each of Mr. Kopin and CCA also may be deemed
to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of an additional 52,083 shares of Class A Common Stock owned by Equitec and 23,437 shares of Class A Common Stock that are issuable upon exercise of
warrants owned by Equitec.
(10) Includes 52,083 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement
but, with respect to column 2, excludes 23,437 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. CCA is the investment manager of a managed account for Equitec and have
voting control and investment discretion over securities held in by Equitec in such managed account. Mr. Kopin, the president, the sole member and the sole member of the Board of Managers of CCA, has voting control over CCA. As a result each of
Mr. Kopin and CCA may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities held by Equitec in such managed account. Equitec is an affiliate of a broker-dealer. Equitec bought the
registrable securities in the ordinary course of business, and at the time of the purchase of the purchase of the registrable securities to be resold, had no agreements or understanding, directly or indirectly, with any person to distribute the
registrable securities. CCA is also the investment manager for manages account for Cranshire Master Fund. Mr. Kopin, the president, the sole member and the sole member of the Board of Managers of CCA, has voting control over CCA. As a result,
each of Mr. Kopin and CCA also may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of an additional 156,250 shares of Class A Common Stock owned by Cranshire Master Fund and 70,313 shares
of Class A Common Stock that are issuable upon exercise of warrants owned by Cranshire Master Fund.
8
(11) Includes 153,515 shares issuable upon the exercise of warrants held before closing of our July 9 private placement and 125,000 shares of Class A Common Stock issued pursuant to the
Securities Purchase Agreement but, with respect to column 2, excludes 56,250 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Moez Kassem has authority to vote and
dispose of the shares held by Anson Investments Master Fund LP and may be deemed the beneficial owner of the shares.
(12) Includes 125,000
shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2, excludes 56,250 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities
Purchase Agreement. Shaye Hirsch has authority to vote and dispose of the shares held by Brio Capital Master Find Ltd. and may be deemed the beneficial owner of the shares.
(13) Includes 125,000 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2,
excludes 56,250 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Byron Roth and Gordon Roth have authority to vote and dispose of the shares held by BTG Investments LLC
(BTG) and may be deemed the beneficial owner of the shares. BTG is affiliated with Roth Capital Partners, LLC, the lead placement agent we used in our July 9, 2014 private placement.
(14) Includes 5,107 shares issuable upon the exercise of warrants held before closing of our July 9, 2014 private placement and 125,000
shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2, excludes 56,250 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities
Purchase Agreement and, with respect to column 2 and column 4, excludes 2,454,842 shares of Class A Common Stock underlying warrants held before closing of our July 9 private placement. Hudson Bay Capital Management LP, the investment
manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LLC. Each of Hudson Bay
Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities.
(15) Includes 102,344 shares issuable upon the
exercise of warrants held before closing of our July 9, 2014 private placement and 125,000 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2, excludes 56,250 shares of
Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Iroquois Capital Management L.L.C. (Iroquois Capital) is the investment manager of Iroquois Master Fund, Ltd
(IMF). Consequently, Iroquois Capital has voting control and investment discretion over securities held by IMF. As managing members of Iroquois Capital, Joshua Silverman and Richard Abbe make voting and investment decisions on behalf of
Iroquois Capital in its capacity as investment manager to IMF. As a result of the forgoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the
securities held by IMF.
(16) Includes 120,000 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement
but, with respect to column 2, excludes 54,000 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Palisade Long Short Alpha Master Fund (Cayman) Limited (the
Palisade Fund) is a Cayman Islands limited company. The Palisade Fund has a Board of Directors (comprised of Dennison T. Veru, David Bree and Kevin Phillip) that exercises broad supervision over the affairs of the fund. Palisade Capital
Management, LLC (PCM) is the investment manager of the Palisade Fund and consequently has voting control and investment discretion over the fund. PCM is controlled by Martin L. Berman, Dennison T. Veru, Jeffery D. Serkes, Steven E.
Berman and Jack Feiler. Paul Flather, the Portfolio Manager of the Palisade Fund, has authority to vote and dispose of the shares held by the Palisade Fund. The Palisade Fund (including its Board of Directors) and each of Messrs. M. Berman, Veru,
Serkes, S. Berman and Feiler may be deemed to have beneficial ownership over these securities.
(17) Includes 62,500 shares of Class A
Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2, excludes 28,125 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.
(18) Includes 20,000 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2,
excludes 9,000 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Mr. Chill is affiliated with Roth Capital Partners, LLC, the lead placement agent we used in our
July 9, 2014 private placement. Mr. Chill bought the registrable securities in the ordinary course of business, and at the time of the purchase of the purchase of the registrable securities to be resold, Mr. Chill had no agreements or
understanding, directly or indirectly, with any person to distribute the registrable securities.
9
(19) Includes 10,417 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2, excludes 4,688 shares of Class A Common Stock
issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Mr. Roth is affiliated with Roth Capital Partners, LLC, the lead placement agent we used in our July 9, 2014 private placement. Mr. Roth
bought the registrable securities in the ordinary course of business, and at the time of the purchase of the purchase of the registrable securities to be resold, Mr. Roth had no agreements or understanding, directly or indirectly, with any
person to distribute the registrable securities.
(20) Includes 10,417 shares of Class A Common Stock issued pursuant to the
Securities Purchase Agreement but, with respect to column 2, excludes 4,688 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Mr. Roth is affiliated with Roth
Capital Partners, LLC, the lead placement agent we used in our July 9, 2014 private placement. Mr. Roth bought the registrable securities in the ordinary course of business, and at the time of the purchase of the purchase of the
registrable securities to be resold, Mr. Roth had no agreements or understanding, directly or indirectly, with any person to distribute the registrable securities.
(21) Includes 10,000 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2,
excludes 4,500 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Mr. Weber is affiliated with Roth Capital Partners, LLC, the lead placement agent we used in our
July 9, 2014 private placement. Mr. Weber bought the registrable securities in the ordinary course of business, and at the time of the purchase of the purchase of the registrable securities to be resold, had no agreements or understanding,
directly or indirectly, with any person to distribute the registrable securities.
(22) Includes 8,300 shares of Class A Common Stock
issued pursuant to the Securities Purchase Agreement but, with respect to column 2, excludes 3,735 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Mr. Pichel is
affiliated with Roth Capital Partners, LLC, the lead placement agent we used in our July 9, 2014 private placement. Mr. Pichel bought the registrable securities in the ordinary course of business, and at the time of the purchase of the
purchase of the registrable securities to be resold, Mr. Pichel had no agreements or understanding, directly or indirectly, with any person to distribute the registrable securities.
(23) Includes 4,167 shares of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2,
excludes 1,875 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement. Mr. Chambers is affiliated with Roth Capital Partners, LLC, the lead placement agent we used in our
July 9, 2014 private placement. Mr. Chambers bought the registrable securities in the ordinary course of business, and at the time of the purchase of the purchase of the registrable securities to be resold, Mr. Chambers had no
agreements or understanding, directly or indirectly, with any person to distribute the registrable securities.
(24) Includes 4,167 shares
of Class A Common Stock issued pursuant to the Securities Purchase Agreement but, with respect to column 2, excludes 1,875 shares of Class A Common Stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase
Agreement. Mr. Margolis is affiliated with Roth Capital Partners, LLC, the lead placement agent we used in our July 9, 2014 private placement. Mr. Margolis bought the registrable securities in the ordinary course of business, and at
the time of the purchase of the purchase of the registrable securities to be resold, Mr. Margolis had no agreements or understanding, directly or indirectly, with any person to distribute the registrable securities.
PLAN OF DISTRIBUTION
The selling shareholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their
shares of Class A Common Stock on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales may be at fixed or negotiated prices. The selling shareholders may use any one or
more of the following methods when selling shares:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;
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10
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the SEC;
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broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
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The selling shareholders may also sell shares under
Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling shareholders may arrange for
other brokers dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.
The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
The selling
shareholders may from time to time pledge or grant a security interest in some or all of the shares of Class A Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may
offer and sell shares of Class A Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders
to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.
Upon the Company being notified in
writing by a selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of Class A Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling shareholder and of the participating broker-dealer(s),
(ii) the number of shares involved, (iii) the price at which such shares of Class A Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that
such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing
by a selling shareholder that a donee or pledgee intends to sell more than 500 shares of Class A Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.
The selling shareholders also may transfer the shares of Class A Common Stock in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of this prospectus.
The selling shareholders and any broker-dealers or agents
that are involved in selling the shares may be deemed to be underwriters within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on
the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities
will be paid by the
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selling shareholder and/or the purchasers. Each selling shareholder has represented and warranted to the Company that it acquired the securities subject to the registration statement of which
this prospectus is a part in the ordinary course of such selling shareholders business and, at the time of its purchase of such securities such selling shareholder had no agreements or understandings, directly or indirectly, with any person to
distribute any such securities.
The Company has advised each selling shareholder that it is the view of the SEC that it may not use shares registered on
the registration statement of which this prospectus is a part to cover short sales of Class A Common Stock made prior to the date on which the registration statement of which this prospectus is a part shall have been declared effective by the
SEC. If a selling shareholder uses this prospectus for any sale of the Class A Common Stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling shareholders will be responsible to comply with the
applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling shareholders in connection with resales of their
respective shares under the registration statement of which this prospectus is a part.
The Company is required to pay all fees and expenses incident to
the registration of the shares, but the Company will not receive any proceeds from the sale of the Class A Common Stock. The Company has agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.