ITEM 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
This Amendment No. 8 to Schedule 13D (this “Amendment
No. 8”) amends the Schedule 13D filed on
November 14, 2011 (the “Original 13D”), as amended by
Amendment No. 1 to Schedule 13D filed on November 16,
2012 (“Amendment No. 1”), Amendment No. 2
to Schedule 13D filed on June 5, 2013 (“Amendment
No. 2”), Amendment No. 3 to Schedule 13D filed
on October 9, 2013 (“Amendment No. 3”),
Amendment No. 4 to Schedule 13D filed on October 17,
2016, Amendment No. 5 to Schedule 13D filed on July 25,
2019 (“Amendment No. 5”) and Amendment
No. 6 to Schedule 13D filed on May 7, 2020 (“Amendment
No. 6”) Amendment No. 7 to Schedule 13D filed
on August 17, 2020 (“Amendment No. 7”, and,
together with the Original 13D, Amendment No. 1, Amendment
No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5 and Amendment No. 6, the “Schedule 13D”) and
relates to the Common Stock. The principal executive offices of the
Issuer are located at 505 Eagleview Blvd., Suite 212, Exton, PA
Except as specifically amended by this Amendment No. 8, the
disclosure in the Schedule 13D remains in full force and effect.
Capitalized terms used in this Amendment No. 8 but not
otherwise defined shall have the meanings given to such terms in
the Schedule 13D.
ITEM 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) This Schedule 13D is being filed by Pillar 6, Pillar GP, Pillar
Foundation, Youssef El Zein and Abude Umari.
(b) The business address of each of the foregoing Reporting Persons
is c/o Pillar Invest Offshore SAL, Starco Center, Bloc B, Third
Floor, Omar Daouk Street, Beirut 2020-3313, Lebanon.
(c) Youssef El Zein and Abude Umare are each directors and
controlling stockholders of Pillar GP. Pillar GP’s principal
business consists of investment management.
(d) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons were
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Youssef El Zein is a citizen of France and the Republic of
Lebanon. Abude Umari is a citizen of France and the Republic of
ITEM 3. Source and Amount of Funds or Other
The information set forth in Item 4 hereof is hereby incorporated
by reference into this Item 3, as applicable.
ITEM 4. Purpose of Transaction.
Item 4 to this Schedule 13 D is hereby amended to add the
As previously reported on a Form 8-K filed with the Securities and
Exchange Commission on April 7, 2020 (the “April
8-K”), the Company
entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) with Pillar Foundation providing for the
sale of securities in two closings exempt from the registration
requirements of the Securities Act of 1933, as amended (the
On December 9, 2020, the Company received from Pillar
Foundation a notice that it or affiliated entities intended to
consummate the Second Closing (as defined below) pursuant to the
Securities Purchase Agreement.
On December 11, 2020, the Company entered into an amendment
(the “Amendment”) to the Securities Purchase Agreement and
the Registration Rights Agreement, dated April 7, 2020, with
Pillar Foundation (the “Registration Rights Agreement”) and
Pillar 6 (the “Purchasers”), principally to enable Pillar 6
to participate in the Second Closing.
Pursuant to the Stock Purchase Agreement and Amendment, on
December 11, 2020, the Company issued and sold to the
Purchasers, for $5.0 million of aggregate consideration (the
“Second Closing”), (i) 69,941 shares of Common Stock
(“Second Closing Shares”), (ii) pre-funded warrants to purchase up to
2,677,311 shares of Common Stock (“Second Closing Pre-Funded Warrants”), and
(iii) warrants to purchase up to 1,373,626 shares of Common
Stock (“Second Closing Common Warrants”). Each Second Closing Share
and the associated 0.5 Second Closing Common Warrant had a combined
purchase price of $1.82 and each Pre-Funded Warrant and the 0.5
associated Second Closing Common Warrant had a combined purchase
price of $1.81. Each combined purchase price included $0.125 for
each share of Common Stock underlying each Second Closing Common
Warrant. The Second Closing Common Warrants have an exercise price
of $2.71 per share of Common Stock.
Other than as described above, the Reporting Persons do not have
any plans or proposals which would result in any of the
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present Board or management of the Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer’s business or corporate
(g) Changes in the Issuer’s charter, bylaws or instruments
corresponding thereto or other actions that may impede the
acquisition of control of the Issuer by any person;