(Amendment No. 7)
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(b)
for other parties to whom copies are to be sent.
*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).
CUSIP No. 001627108
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1
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NAME OF REPORTING PERSON
Jess M. Ravich
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
18,164,256
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
18,164,256
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,164,256
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%1
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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1
This percentage is calculated based upon 42,172,791 shares of the Issuer’s common stock issued and outstanding as of January
31, 2020, as reported on the Issuer’s Form 10-Q for the quarter ended December 31, 2019.
Explanatory Note: The Reporting Person is filing this
Amendment No. 7 relating to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Securities and Exchange Commission
(the “Commission”) on October 26, 2017, as amended by the Amendment No. 1 to the Statement of Beneficial Ownership
on Schedule 13D, as filed with the Commission on February 26, 2018, by the Amendment No. 2 to the Statement of Beneficial Ownership
on Schedule 13D, as filed with the Commission on March 19, 2018, by the Amendment No. 3 to the Statement of Beneficial Ownership
on Schedule 13D, as filed with the Commission on June 18, 2018, by the Amendment No. 4 to the Statement of Beneficial Ownership
on Schedule 13D, as filed with the Commission on August 21, 2018, by the Amendment No. 5 to the Statement of Beneficial Ownership
on Schedule 13D, as filed with the Commission on July 30, 2019, and by the Amendment No. 6 to the Statement of Beneficial Ownership
on Schedule 13D, as filed with the Commission on September 10, 2019 (as amended, the “Schedule 13D”). Capitalized terms
used but not defined herein shall have the meanings given to them in the Schedule 13D.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The
information in this Item 3 is amended and restated as follows:
“The
Shares reported herein as being beneficially owned by Ravich was purchased using personal funds.
On
February 20, 2018, Ravich purchased 300,000 Shares in open market transactions for an aggregate purchase price of $676,320 at an
average price per Share of $2.2544.
On
March 15, 2018, Ravich purchased 67,716 Shares in open market transactions for an aggregate purchase price of $141,221.72 at an
average price per Share of $2.0855. On March 16, 2018, Ravich purchased 5,105 Shares in open market transactions for an aggregate
purchase price of $10,948.69 at an average price per Share of $2.1447.
On
June 13, 2018, Ravich purchased 110,100 Shares in open market transactions for an aggregate purchase price of $169,135.62 at an
average price per Share of $1.5362. On June 14, 2018, Ravich purchased 20,000 Shares in open market transactions for an aggregate
purchase price of $31,778 at an average price per Share of $1.5889.
On
August 17, 2018, Ravich received 109,223 Shares from the Company as compensation for services provided as the Company’s Executive
Chairman.
On
February 15, 2019, Ravich purchased 54,475 Shares in open market transactions for an aggregate share price of $96,769.39 at an
average price per Share of $1.7764. On February 19, 2019, Ravich purchased 21,233 Shares in open market transactions for an aggregate
purchase price of $39,247.08 at an average purchase price per Share of $1.8484. On February 20, 2019, Ravich purchased 77,060 Shares
in open market transactions for an aggregate purchase price of $142,391.47 at an average purchase price per Share of $1.8478. On
February 25, 2019, Ravich purchased 1,749 Shares in open market transactions for an aggregate purchase price of $3,313.13 at an
average purchase price per Share of $1.8943. On February 26, 2019, Ravich purchased 20,160 Shares in open market transactions for
an aggregate purchase price of $39,975.26 at an average purchase price per Share of $1.9829.
On
July 30, 2019, Ravich purchased an aggregate of 1,560,000 Shares in a private placement offering by the Company of its common stock
for an aggregate purchase price of $2,808,000 at a purchase price per Share of $1.80. In connection with such private placement
offering, Ravich also received warrants to purchase an aggregate of 519,480 Shares at an exercise price of $1.80 with two year
terms.
On September 6, 2019,
Ravich received 133,070 Shares from the Company as compensation for services provided as the Company’s Executive Chairman.
On
December 17, 2019, certain trusts and other entities formed for the benefit of, or otherwise affiliated with, Ravich (the “Ravich
Entities”), entered into a Junior Participation Agreement, pursuant to which the Ravich Entities agreed to purchase $4.1
million in junior participation interests in the Company’s term loan facility (the “Junior Participation”). In
consideration of the Ravich Entities agreeing to enter into the Junior Participation, the Company agreed to issue the Ravich Entities
fully vested warrants to purchase 1,230,000 shares of the Company’s common stock, with a five year term and an exercise price
equal to the lesser of the 30 day trailing average closing price of the Company’s common stock as traded on the NASDAQ Stock
Market on (i) December 17, 2019 or (ii) the six month anniversary of December 17, 2019. The 30 day trailing average closing price
of the Company’s common stock on the December 17, 2019 was $1.20.
On
March 12, 2020, Ravich purchased 29,200 Shares in open market transactions for an aggregate purchase price of $21,891.24 at an
average price per Share of $0.7497. On March 13, 2020, Ravich purchased 14,419 Shares in open market transactions for an aggregate
purchase price of $10,804.16 at an average price per Share of $0.7493.”
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Item 4.
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Purpose of Transaction
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The
information in this Item 4 is amended and restated as follows:
“This Schedule
13D is being filed because the number of Shares beneficially owned by Ravich, including options vesting within the immediately
following 60 days, totaled 5% or greater ownership interest in the Issuer as of October 26, 2017. On such date, Ravich acquired
a restricted stock grant of Shares as compensation for services as Executive Chairman of the Issuer.
On February 20, 2018,
Ravich purchased 300,000 Shares in open market transactions for an aggregate purchase price of $676,320 at an average price per
Share of $2.2544.
On March 15, 2018,
Ravich purchased 67,716 Shares in open market transactions for an aggregate purchase price of $141,221.72 at an average price per
Share of $2.0855. On March 16, 2018, Ravich purchased 5,105 Shares in open market transactions for an aggregate purchase price
of $10,948.69 at an average price per Share of $2.1447.
On June 13, 2018,
Ravich purchased 110,100 Shares in open market transactions for an aggregate purchase price of $169,135.62 at an average price
per Share of $1.5362. On June 14, 2018, Ravich purchased 20,000 Shares in open market transactions for an aggregate purchase price
of $31,778 at an average price per Share of $1.5889.
On August 17, 2018,
Ravich received 109,223 Shares from the Company as compensation for services provided as the Company’s Executive Chairman.
On February 15, 2019,
Ravich purchased 54,475 Shares in open market transactions for an aggregate share price of $96,769.39 at an average price per Share
of $1.7764. On February 19, 2019, Ravich purchased 21,233 Shares in open market transactions for an aggregate purchase price of
$39,247.08 at an average purchase price per Share of $1.8484. On February 20, 2019, Ravich purchased 77,060 Shares in open market
transactions for an aggregate purchase price of $142,391.47 at an average purchase price per Share of $1.8478. On February 25,
2019, Ravich purchased 1,749 Shares in open market transactions for an aggregate purchase price of $3,313.13 at an average purchase
price per Share of $1.8943. On February 26, 2019, Ravich purchased 20,160 Shares in open market transactions for an aggregate purchase
price of $39,975.26 at an average purchase price per Share of $1.9829.
On July 29, 2019,
Ravich entered into the Employment Agreement (the “Employment Agreement”) with the Company, in substantially the form
filed with the Commission on Form 8-K dated August 1, 2019 (the “August 8-K”), pursuant to which, among others, Ravich
agreed to enter into a voting agreement having certain terms as set forth in the Employment Agreement.
On July 30, 2019,
Ravich purchased an aggregate of 1,560,000 Shares in a private placement offering by the Company of its common stock for an aggregate
purchase price of $2,808,000 at a purchase price per Share of $1.80. In connection with such private placement offering, Ravich
also received warrants to purchase an aggregate of 519,480 Shares at an exercise price of $1.80 with two year terms.
On September 6, 2019,
Ravich received 133,070 Shares from the Company as compensation for services provided as the Company’s Executive Chairman.
On September 6, 2019,
in connection with the Employment Agreement, Ravich and the Company entered into the Voting Agreement (the “Voting Agreement”),
pursuant to which any stock held by Ravich or any of his affiliates in excess of 40% of the outstanding stock of the Company shall
be automatically voted with the majority of all other outstanding stock of the Company.
On
December 17, 2019, certain trusts and other entities formed for the benefit of, or otherwise affiliated with, Ravich (the “Ravich
Entities”), entered into a Junior Participation Agreement, pursuant to which the Ravich Entities agreed to purchase $4.1
million in junior participation interests in the Company’s term loan facility (the “Junior Participation”). In
consideration of the Ravich Entities agreeing to enter into the Junior Participation, the Company agreed to issue the Ravich Entities
fully vested warrants to purchase 1.23 million shares of the Company’s common stock, with a five year term and an exercise
price equal to the lesser of the 30 day trailing average closing price of the Company’s common stock as traded on the NASDAQ
Stock Market on (i) December 17, 2019 or (ii) the six month anniversary of December 17, 2019. The 30 day trailing average closing
price of the Company’s common stock on the December 17, 2019 was $1.20.
On
March 12, 2020, Ravich purchased 29,200 Shares in open market transactions for an aggregate purchase price of $21,891.24 at an
average price per Share of $0.7497. On March 13, 2020, Ravich purchased 14,419 Shares in open market transactions for an aggregate
purchase price of $10,804.16 at an average price per Share of $0.7493.
The descriptions
of the Employment Agreement and Voting Agreement set forth above do not purport to be complete and are qualified in their entirety
by reference to the Employment Agreement, a copy of which is attached to the August 8-K as Exhibit 10.2, and to the Voting Agreement,
a copy of which is attached to the Amendment No. 6 to this statement as Exhibit 99.1 and incorporated herein by reference.
The information supplied
in this Schedule 13D is provided as of March 16, 2020.
Except as set forth
in this Item 4, the reporting person has no plans or proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.”
SIGNATURE
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.
Dated: March 16, 2020
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By:
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/s/ Jess M. Ravich
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Name:
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Jess M. Ravich
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