|CUSIP No. 0087A 105
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Item 3. Source and Amount of Funds.
Item 3 of the Prior Filings is amended by adding the following
On January 6, 2021, the Company entered into a securities purchase
agreement (the “Purchase Agreement”) with certain affiliates of the
Reporting Person, pursuant to which the Company agreed to issue and
sell to affiliates of the Reporting Person, in a registered direct
offering (the “Offering”), an aggregate of 9,000,000 shares of
Common Stock, at a purchase price per share of $1.10. The shares of
Common Stock are being offered by the Company pursuant to a shelf
registration statement on Form S-3 (File No. 333-226650) that was
filed with the Securities and Exchange Commission, and a prospectus
supplement thereunder. The Offering closed on January 8, 2021. The
source of the funds for SMTP’s acquisition of shares in the
Offering was capital committed by the partners of SMTP.
Item 5. Interest in Securities of the Issuer.
Paragraph (a) of Item 5 of the Prior Filings is hereby
deleted and replaced as follows:
Amount beneficially owned as of the date
Amount beneficially owned: The Reporting Person beneficially owns
an aggregate of 20,340,792 shares of Common Stock. The shares of
Common Stock beneficially owned by the Reporting Person include (a)
1,025,076 shares of Common Stock that are held by Muneer A. Satter
Revocable Trust for which the Reporting Person serves as trustee
and, in such capacity, has sole voting and dispositive power over
all such shares; (b) 1,231,044 shares of Common Stock that are held
by various other trusts and other entities for which the Reporting
Person serves as trustee, investment advisor or manager and, in
such capacity, has sole voting and dispositive power over all such
shares; (c) 14,353,329 shares of Common Stock that are held by SMTP
for which the Reporting Person has sole voting and dispositive
power over all such shares, and (d) subject to the ownership
limitation described below, Warrants to purchase 3,731,343 shares
of Common Stock held by SMTP for which the Reporting Person has
sole voting and dispositive power over all such Warrants and the
underlying shares of Common Stock.
Percent of class:
While the Reporting Person beneficially owns 20,340,792 shares of
Common Stock, such amount only represents 19.9% of the total number
of shares of Common Stock outstanding because the Warrants may not
be exercised with respect to any portion of the Warrants, to the
extent that such exercise would result in SMTP and its affiliates
beneficially owning more than 19.9% of the outstanding Common Stock
or outstanding voting power of the Company.
All percentages calculated in this Schedule 13D are based on
83,610,151 shares of Common Stock outstanding after the Offering as
disclosed in the Prospectus Supplement filed by the Company with
the Securities and Exchange Commission on January 7, 2021.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 of the Prior Filings is amended by adding the following
Securities Purchase Agreement (2021)
The Purchase Agreement contains customary representations,
warranties, covenants and agreements by the Company, customary
conditions to closing, indemnification obligations, other
obligations of the parties and termination provisions. The
description of the Purchase Agreement included in this Schedule 13D
does not purport to be a complete description and is qualified in
its entirety by reference to the full text of such agreement, which
is filed as part of this Schedule 13D and incorporated by reference
Item 7. Material to be Filed as Exhibits.
Item 7 of the Prior Filings is amended by adding the following
Exhibit D: Form of Securities Purchase Agreement (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K filed on January 7, 2021)