(Amendment No. 8)
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
18,218,183
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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
18,218,183
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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
18,218,183
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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)
41.1%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. 8 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, by the Amendment No. 6 to the Statement of Beneficial Ownership
on Schedule 13D, as filed with the Commission on September 10, 2019 and by the Amendment No. 7 to the Statement of Beneficial Ownership
on Schedule 13D, as filed with the Commission on March 16, 2020 (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.”
On
April 7, 2020, in consideration of the Ravich Entities agreeing to enter into an amendment to the Junior Participation, the Company
agreed to issue the Ravich Entities fully vested warrants to purchase 380,538 shares of the Company’s common stock, with
a five year term and an exercise price equal to the lesser of (i) the 10-day trailing average closing price of the Company’s
common stock as traded on the NASDAQ Stock Market preceding April 7, 2020 and (ii) the closing price of the Company’s common
stock as traded on the NASDAQ Stock Market on the six month anniversary of April 7, 2020. The 10-day trailing average closing price
of the Company’s common stock preceding April 7, 2020 was $0.59.
In
November 2018, in connection with the Fourth Amendment to the Financing Agreement, dated as of August 14, 2015 (the “Financing
Agreement”), the Company entered into a backstop letter agreement (the “Backstop Agreement”) with Ravich pursuant
to which, if the Company is unable to locate alternative financing on terms, conditions and timing reasonably acceptable to it,
and if required by the lenders under the Financing Agreement, Ravich would satisfy the alternative financing requirement by purchasing
$5 million of subordinated Term B Loans from such lenders (the “Backstop Arrangement”). Given that, in connection with
the Eighth Amendment of the Financing Agreement, the terms of the subordinated Term B Loan changed from partial cash pay interest
to 100% paid in kind interest, the Company agreed to issue to Ravich, upon exercise of the Backstop Arrangement, if any, a warrant
exercisable for five years to purchase 464,063 shares of common stock of the Company. Such warrant would be exercisable at a price
equal to the lesser of (i) the 10-day trailing average closing price of the Company’s common stock as traded on the NASDAQ
Stock Market preceding the issuance of the warrant and (ii) the closing price of the Company’s common stock as traded on
the NASDAQ Stock Market on the six month anniversary of the date of issuance of the warrant.
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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, the Ravich Entities entered into the Junior Participation Agreement. 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.
On
April 7, 2020, in consideration of the Ravich Entities agreeing to enter into an amendment to the Junior Participation, the Company
agreed to issue the Ravich Entities fully vested warrants to purchase 380,538 shares of the Company’s common stock, with
a five year term and an exercise price equal to the lesser of (i) the 10-day trailing average closing price of the Company’s
common stock as traded on the NASDAQ Stock Market preceding April 7, 2020 and (ii) the closing price of the Company’s common
stock as traded on the NASDAQ Stock Market on the six month anniversary of April 7, 2020. The 10-day trailing average closing price
of the Company’s common stock preceding April 7, 2020 was $0.59.
In
November 2018, in connection with the Fourth Amendment to the Financing Agreement, the Company entered into the Backstop Agreement.
Given that, in connection with the Eighth Amendment of the Financing Agreement, the terms of the subordinated Term B Loan changed
from partial cash pay interest to 100% paid in kind interest, the Company agreed to issue to Ravich, upon exercise of the Backstop
Arrangement, if any, a warrant exercisable for five years to purchase 464,063 shares of common stock of the Company. Such warrant
would be exercisable at a price equal to the lesser of (i) the 10-day trailing average closing price of the Company’s common
stock as traded on the NASDAQ Stock Market preceding the issuance of the warrant and (ii) the closing price of the Company’s
common stock as traded on the NASDAQ Stock Market on the six month anniversary of the date of issuance of the warrant.
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 April 7, 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.
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Item 6.
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Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
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Item
6 is hereby amended and supplemented to add the following at the end of such Item:
Given
that, in connection with the Eighth Amendment of the Financing Agreement, the terms of the subordinated Term B Loan changed from
partial cash pay interest to 100% paid in kind interest, the Company agreed to issue to Ravich, upon exercise of the Backstop Arrangement,
if any, a warrant exercisable for five years to purchase 464,063 shares of common stock of the Company. Such warrant would be exercisable
at a price equal to the lesser of (i) the 10-day trailing average closing price of the Company’s common stock as traded on
the NASDAQ Stock Market preceding the issuance of the warrant and (ii) the closing price of the Company’s common stock as
traded on the NASDAQ Stock Market on the six month anniversary of the date of issuance of the warrant.
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: April 7, 2020
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By:
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/s/ Jess M. Ravich________
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Name: Jess M. Ravich
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