CGNT Cognyte Software Ltd

CUSIP No. 19243A104

 

1	NAME OF REPORTING PERSON
	Lewis C. Pell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,363,300
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			2,363,300
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,363,300
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.04%(1)
14	TYPE OF REPORTING PERSON
	IN

 

(1)

This beneficial ownership percentage is based upon 26,144,299 shares of common stock, par value $0.01 per share, of Cogentix Medical, Inc. (formerly known as Vision-Sciences, Inc.), a Delaware corporation (the “ Company ” ), issued and outstanding as of August 10, 2016, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 3016 (File No. 000-20970), filed with the Securities and Exchange Commission on August 15, 2016.

 

Explanatory Note

This Amendment No. 17 to Schedule 13D (this “ Amendment No. 17 ” ) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “ SEC ” ) on February 4, 2003, and as amended and supplemented to date, the “Schedule 13D,”  by Lewis C. Pell, a citizen of the United States of America (the “ Reporting Person ” ). The Schedule 13D relates to the common stock, par value $0.01 per share, of Cogentix Medical, Inc. (formerly known as Vision-Sciences, Inc.), a Delaware corporation (the “ Company ” ).  Capitalized terms used but not defined in this Amendment No. 17 shall have the meanings set forth in the Schedule 13D.

Except as specifically amended by this Amendment No. 17, there are no changes to the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is amended and supplemented with the addition of the following:

Except as otherwise disclosed in the Schedule 13D, the shares of Common Stock beneficially owned by the Reporting Person were acquired through open market purchases that were paid for using the Reporting Person’s personal funds.

The disclosure in Item 6 of this Amendment No. 17 is incorporated herein by reference to this Item 3.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The disclosure in Item 6 of this Amendment No. 17 is incorporated herein by reference to this Item 4.

The Reporting Person evaluates his investment in the shares and purposes for holding such shares on an ongoing basis and reserves the right to change his intentions, develop plans or proposals.

Item 5.

Interest in Securities of the Issuer

Item 5 is amended and restated as follows:

(a)  The Reporting Person beneficially owns 2,363,300 shares of Common Stock, or 9.04% of the shares of Common Stock deemed issued and outstanding.  The foregoing beneficial ownership percentage is based upon 26,144,299 shares of Common Stock issued and outstanding as of August 10, 2016, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 3016 (File No. 000-20970), filed with the SEC on August 15, 2016.

(b)  The Reporting Person has the sole power to vote and the sole power to dispose of the 2,363,300 shares of Common Stock beneficially owned by the Reporting Person.

(c)  Since Amendment No. 16, the Reporting person has purchased 514,185 shares of Common Stock through open market purchases.  The following is a listing of such transactions:

(d)  Not applicable.

(e)  Not applicable.

 

Item 6.

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

Item 6 is amended and supplemented with the addition of the following:

As disclosed in the Company’s Current Report on Form 8-K filed September 7, 2016, on September 7, 2016 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Accelmed Growth Partners, L.P. (“Accelmed”).  Based upon the Company’s disclosure, under the terms of the Purchase Agreement, Accelmed has agreed to purchase 16,129,033 shares of the Company’s Common Stock at $1.55 per share, for an aggregate purchase price of $25 million.  The Company has disclosed that it expects the sale of its shares of Common Stock pursuant to the Purchase Agreement to close in the fourth quarter of 2016, subject to the approval of the Company’s stockholders (in accordance with applicable NASDAQ requirements) and the satisfaction of the other closing conditions.

In connection with the Purchase Agreement, on September 7, 2016, the Company and the Reporting Person entered into a note exchange agreement (the “Note Exchange Agreement”).  Pursuant to the terms of the Note Exchange Agreement, the Company will convert into shares of Common Stock all of the outstanding principal amount and accrued interest on the Notes. There is currently $28.5 million in principal outstanding under the Notes and $1.0 million of accrued interest, for a total of approximately $29.5 million.  Under the terms of the Note Exchange Agreement, the entire outstanding principal amount and all accrued interest on the Notes will be converted into shares of Common Stock at a price per share of $1.67.  Upon issuance of the shares pursuant to the Note Exchange Agreement, the Notes will be cancelled.  Subject to the approval by the Company’s stockholders of the Note Exchange Agreement and the Purchase Agreement, the conversion will occur immediately prior to the closing of the Purchase Agreement.  The Note Exchange Agreement also provides that, simultaneously with the conversion of the Notes and accrued interest into shares of Common Stock, all of the outstanding Warrants will be cancelled.

In connection with the Purchase Agreement and the Note Exchange Agreement, on September 7, 2016, the Reporting Person and Accelmed entered into a voting agreement (the “Voting Agreement”).  Pursuant to the terms of the Voting Agreement, each of the Reporting Person and Accelmed have agreed to vote their shares of the Company’s Common Stock for the other party’s nominees to the Company’s Board.   Following the transactions contemplated by the Purchase Agreement, the Reporting Person and Accelmed will own or control a majority of the outstanding common stock of the Company. The Voting Agreement is intended, in part, to qualify the Company as a “Controlled Company” under Nasdaq Rule 5615(c)(2), and the parties to the Voting Agreement have agreed to take such further actions (consistent with the terms thereof and of the Purchase Agreement) as may be reasonably necessary to satisfy such qualification.

Additionally, in connection with the Purchase Agreement, the Company has agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with Accelmed and the Reporting Person prior to the closing of the Purchase Agreement, pursuant to which Company will agree to file a registration statement with the SEC covering the resale of the shares issued pursuant to the terms of the Purchase Agreement and the Note Exchange Agreement.

The foregoing descriptions of the Note Exchange Agreement, the Voting Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the agreements, copies of which are filed as Exhibit 17, Exhibit 18, and Exhibit 19 to this Schedule 13D, each of which is incorporated by reference into this Item 6.

Item 7.

Material to be Filed as Exhibits

Item 7 is amended and supplemented with the addition of the following:

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

EXHIBIT INDEX

 

 

 

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