"(a)
and
(b)
Per the Form F-1 (File No. 333-217548) filed on April 28, 2017, the Issuer has 102,708,418 Common Shares issued and outstanding as of April 24, 2017 (the "
Outstanding Shares
").
As of May 18, 2017, each Reporting Person may be deemed to beneficially own in the aggregate 40,573,700 Common Shares, which consists of: (i) 15,193,613 Common Shares issued and outstanding to MF Ventures, (ii) 4,545,454 Common Shares issuable under the March 2017 Warrant—assuming no 4.99% Blocker, and (iii) 20,834,633 Common Shares issuable under certain warrants, the One-Year Warrants, and the Five-Year Warrants (the "
Warrant Shares
").
As of May 18, 2017, assuming the 4.99% Blocker is effective, each Reporting Person may be deemed to beneficially own in the aggregate 36,028,246 Common Shares, which consists of: (i) 15,193,613 Common Shares issued and outstanding to MF Ventures and (ii) 20,834,633 Warrant Shares.
Further, as of May 18, 2017, each Reporting Person may be deemed to beneficially own 31.7% of the class of Common Shares, assuming 128,088,505 Common Shares outstanding, which consists of (i) the Outstanding Shares, (ii) 4,545,454 Common Shares issuable under the March 2017 Warrant—assuming no 4.99% Blocker, and (iii) and the Warrant Shares.
In addition, as of May 18, 2017 assuming the 4.99% Blocker is effective, each Reporting Person may be deemed to beneficially own 29.2% of the class of Common Shares, assuming 123,543,051 Common Shares outstanding, which consists of (i) the Outstanding Shares and (ii) and the Warrant Shares.
No Reporting Person has the sole power to vote or direct the vote or sole power to dispose or direct the disposition of the Common Shares. Each Reporting Person has the shared power to vote or to direct the vote or shared power to dispose or direct the disposition of the Common Shares.
Other than for purposes of Rule 13d-3, the foregoing statements will not be deemed to constitute an admission by each Reporting Person that such Reporting Person is the beneficial owner of any Common Shares disclosed under this Statement, and such beneficial ownership is expressly disclaimed.
(c)
The Reporting Persons have effected the following transactions in Common Shares in open market sales:
Date
|
No. of Common Shares
|
Average Common Share Sale Price
|
Sale Price Range for Common Shares
|
3/21/17
|
40,800
|
$0.3001
|
$0.30-$0.3016
|
3/21/17
|
500
|
$0.3022
|
$0.3016-$0.3032
|
3/22/17
|
11,800
|
$0.2910
|
$0.29-$0.2950
|
5/3/17
|
100,000
|
$0.1815
|
$0.18-$0.1842
|
5/4/17
|
100,000
|
$0.1837
|
$0.1825-$0.189
|
5/5/17
|
93,774
|
$0.1801
|
$0.18-$0.1810
|
5/8/17
|
6,600
|
$0.1801
|
$0.18-$0.1810
|