Item 4. Purpose of Transaction
The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented with the following information:
Pursuant to the Securities Purchase Agreement, on June 10, 2019, the Reporting Person purchased 6,666,667 additional shares of Common Stock and received
warrants to purchase 1,666,667 shares of Common Stock. The purchase price per share and warrant exercise price per share for securities sold in the Second Closing are the same as those already sold under the Securities Purchase Agreement.
As set forth in the Securities Purchase Agreement, at the Second Closing, the Reporting Person was granted the right to designate a member of the
Issuers board of directors for so long as the Reporting Person continues to hold at least 12.5% of the Issuers issued and outstanding stock. At the Second Closing, Dominique Monnet, President and CEO of the Reporting Person, was
appointed as a Class I member of the Issuers board of directors. In addition, pursuant to the Securities Purchase Agreement, the Reporting Person was granted observer rights, for so long as the Reporting Person continues to hold at least
12.5% of the Issuers issued and outstanding stock.
General
The Reporting Person acquired the securities described herein for investment purposes and it intends to review its investments in the Issuer on a continuing
basis. Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons review of numerous factors, including, but not limited to: an ongoing
evaluation of the Issuers business, financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and
investment opportunities; and other future developments.
The Reporting Person may acquire additional securities of the Issuer, or retain or sell all or a
portion of the securities of the Issuer then held, in the open market or in privately negotiated transactions. Further, the Reporting Person may engage in the transfer of shares to various entities controlled by them for corporate planning purposes.
In addition, the Reporting Person, including its designee to the Issuers board of directors, may engage in discussions with management, the board of directors, and shareholders of the Issuer and other relevant parties regarding potential
corporate transactions, such as: mergers, take private transactions, or reorganizations or other transactions that could result in the
de-listing
or
de-registration
of
the Common Stock of the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuers business or corporate structure, including changes in
management or the composition of the Issuers board of directors. There can be no assurance, however, that any Reporting Person will propose such a transaction, that any proposed transaction would receive the requisite approvals from the
respective governing bodies and securityholders, as applicable, or that any such transaction would be successfully implemented.
Item 5. Interest
in Securities of the Issuer
The information set forth in Sections (d) and (e) of Item 5 of the Schedule 13D remains unchanged.
The information set forth in Sections (a) and (b) and (c) of Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) The Reporting Person is the record holder of, and has the sole power to vote or to direct the vote and sole power to dispose or to direct the
disposition of, 13,333,334 shares of Common Stock, which represents 28.7% of the Issuers Common Stock outstanding, based on 46,478,802 shares of Common Stock outstanding following the issuance of the shares of Common Stock described in
Item 3 herein.
(b) The Reporting Person is a publicly traded company with common stock listed on the Nasdaq stock market. The Reporting Person is the
direct beneficial owner of 13,333,334 shares of Common Stock, with respect to which it has sole voting and dispositive power.
(c) Except as described in
Item 3 and Item 4, neither the Reporting Person nor any Related Persons has effected any transactions in the Issuers Common Stock since the filing of the Schedule 13D.