UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 11)
Under the Securities Exchange Act of 1934
MUSCLEPHARM CORP.
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Name of Issuer)
Common Stock, $0.001 par value
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Title of Class of Securities)
627335201
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(CUSIP Number)
Wynnefield Partners Small Cap Value, L.P. I
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus
|
Copy to:
Jeffrey S. Tullman, Esq.
Kane Kessler, P.C.
666 Third Avenue, 23rd Floor
New York, New York 10017
(212) 541-6222
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 26, 2020
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which 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 [ ]
CUSIP No. 627335201
|
13D/A |
Page 2 of 13 |
1 |
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. I 13-3953291
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
WC
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
782,986 (See Item 5)
|
8 |
SHARED VOTING POWER
0 (See Item 5)
|
9 |
SOLE DISPOSITIVE POWER
782,986 (See Item 5)
|
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
782,986 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
CUSIP No. 627335201
|
13D/A |
Page 3 of 13 |
1 |
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. 13-3688497
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
WC
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
569,796 (See Item 5)
|
8 |
SHARED VOTING POWER
0 (See Item 5)
|
9 |
SOLE DISPOSITIVE POWER
569,796 (See Item 5)
|
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
569,796 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
CUSIP No. 627335201
|
13D/A |
Page 4 of 13 |
1 |
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS
Identification No.)
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
WC
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
552,092 (See Item 5)
|
8 |
SHARED VOTING POWER
0 (See Item 5)
|
9 |
SOLE DISPOSITIVE POWER
552,092 (See Item 5)
|
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,092 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
CUSIP No. 627335201
|
13D/A |
Page 5 of 13 |
1 |
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing Plan
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
N/A
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
107,000 (See Item 5)
|
8 |
SHARED VOTING POWER
0 (See Item 5)
|
9 |
SOLE DISPOSITIVE POWER
107,000 (See Item 5)
|
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,000 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
CUSIP No. 627335201
|
13D/A |
Page 6 of 13 |
1 |
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
N/A
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
1,352,782 (See Item 5)
|
8 |
SHARED VOTING POWER
0 (See Item 5)
|
9 |
SOLE DISPOSITIVE POWER
1,352,782 (See Item 5)
|
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,352,782 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
14
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
CUSIP No. 627335201
|
13D/A |
Page 7 of 13 |
1 |
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
N/A
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
552,092 (See Item 5)
|
8 |
SHARED VOTING POWER
0 (See Item 5)
|
9 |
SOLE DISPOSITIVE POWER
552,092 (See Item 5)
|
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,092 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
CUSIP No. 627335201
|
13D/A |
Page 8 of 13 |
1 |
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
N/A
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0 (See Item 5)
|
8 |
SHARED VOTING POWER
2,011,874 (See Item 5)
|
9 |
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
10 |
SHARED DISPOSITIVE POWER
2,011,874 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,011,874 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
CUSIP No. 627335201
|
13D/A |
Page 9 of 13 |
1 |
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
N/A
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0 (See Item 5)
|
8 |
SHARED VOTING POWER
2,011,874 (See Item 5)
|
9 |
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
10 |
SHARED DISPOSITIVE POWER
2,011,874 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,011,874 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
CUSIP No. 627335201
|
13D/A |
Page 10 of 13 |
Item 1. Security and Issuer.
This Amendment No. 11 amends the Statement of Beneficial Ownership
on Schedule 13D originally filed with the Securities and Exchange
Commission (the “Commission”) on July 1, 2015 and as amended by
Amendment No. 1 filed on November 9, 2015, Amendment No. 2 filed on
September 15, 2016, Amendment No. 3 filed on November 22, 2016,
Amendment No. 4 filed on July 10, 2017, Amendment No. 5 filed on
November 1, 2017, Amendment No. 6 filed on January 3, 2018,
Amendment No. 7 filed on July 25, 2018, Amendment No. 8 filed on
March 12, 2019, Amendment No. 9 filed on August 22, 2019 and
Amendment No. 10 filed on July 13, 2020 (collectively, the
“Schedule 13D”) by the Wynnefield Reporting Persons (as defined in
the Schedule 13D) with respect to shares of common stock, $0.001
par value per share (the “Common Stock”) of MusclePharm Corp., a
Nevada corporation (the “Issuer”), whose principal executive office
are located at 4400 Vanowen St., Burbank, CA, 91505. Capitalized
terms used but not otherwise defined herein shall have the meanings
set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as
follows:
The securities reported in this Schedule 13D as directly
beneficially owned by the Wynnefield Reporting Persons were
acquired with funds of approximately $5,868,486 (including
brokerage commissions). All such funds were provided from the
working capital or personal funds of the Wynnefield Reporting
Persons who directly beneficially own such securities.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the
following:
In the Issuer’s most recently filed Annual Report on Form 10-K
for the year ended December 31, 2019, the Issuer disclosed
that as of August 18, 2020, there were approximately 295
holders of record of shares of its Common Stock. Public companies
such as the Issuer, can deregister and terminate their obligation
to file periodic and current reports with the Securities and
Exchange Commission (the “Commission”) when it has a class of
securities that are held of record by less than 300 persons.
In order to support the Issuer as well as its SHAREHOLDERS and
ensure that it continues to maintain at least 300 holders of
record, on October 26, 2020, Wynnefield Partners completed the
process of distributing 31 shares of Common Stock to 31 of its
limited partners. The Wynnefield Reporting Persons plan to continue
this process in the future to ensure that the Issuer continues to
remain a reporting company with the Commission.
No Wynnefield Reporting Person has any present plan or proposal
which would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except
as set forth herein or such as would occur upon or in connection
with completion of, or following, any of the actions discussed
herein. The Wynnefield Reporting Persons intend to review their
investment in the Issuer on a continuing basis. The Wynnefield
Reporting Persons have had and anticipate having further
discussions with management and the Board of the Issuer relating to
the Issuer’s underperformance, overall business strategy, corporate
governance, management accountability, capital allocation, and the
evaluation of strategic alternatives. Depending on various factors
including, without limitation, the Issuer’s financial position and
investment strategy, the price levels of the securities of the
Issuer, conditions in the securities markets and general economic
and industry conditions, the Wynnefield Reporting Persons may in
the future take such actions with respect to their investment in
the Issuer as they deem appropriate including, without limitation,
engaging in communications with management and the Board, engaging
in discussions with stockholders of the Issuer and others about the
Issuer and the Wynnefield Reporting Persons’ investment, making
proposals to the Issuer concerning changes to the capitalization,
ownership structure, board structure (including board composition)
or operations of the Issuer, purchasing additional securities of
the Issuer, selling some or all of such securities, entering into
financial instruments or other agreements that increase or decrease
the Wynnefield Reporting Persons’ economic or beneficial exposure
with respect to their investment in the Issuer, engaging in short
selling of or any hedging or similar transaction with respect to
the securities of the Issuer, including swaps and other derivative
instruments, or changing their intention with respect to any and
all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as
follows:
(a), (b) and (c) As of October 28, 2020, the
Wynnefield Reporting Persons beneficially owned in the aggregate
2,011,874 shares of Common Stock, constituting approximately 6.1%
of the outstanding shares of Common Stock. The percentage of shares
of Common Stock reported as being beneficially owned by the
Wynnefield Reporting Persons is 33,101,866 (excludes 875,621 shares
held in treasury) shares outstanding as of August 18, 2020, as
set forth in the Issuer’s Annual Report on Form 10-K for the
period ended December 31, 2019, filed with the Commission on
August 25, 2020.
The following table sets forth certain information with respect to
Common Stock directly beneficially owned by the Wynnefield
Reporting Persons listed below:
Name |
Number of Common Stock |
Percentage of Outstanding Common Stock |
Wynnefield Partners I |
782,986 |
2.4% |
Wynnefield Partners |
569,796 |
1.7% |
Wynnefield Offshore |
552,092 |
1.7% |
Plan |
107,000 |
0.3% |
CUSIP No. 627335201
|
13D/A |
Page 11 of 13 |
WCM is the sole general partner of Wynnefield Partners and
Wynnefield Partners I and, accordingly, may be deemed to be the
indirect beneficial owner (as that term is defined under
Rule 13d-3 under the Exchange Act) of the Common Stock that
Wynnefield Partners and Wynnefield Partners I beneficially own.
WCM, as the sole general partner of Wynnefield Partners and
Wynnefield Partners I, has the sole power to direct the voting and
disposition of the Common Stock that Wynnefield Partners and
Wynnefield Partners I beneficially own. Messrs. Obus and
Landes are the co-managing members of WCM and, accordingly, each of
Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3
under the Exchange Act) of the Common Stock that WCM may be deemed
to beneficially own. Each of Messrs. Obus and Landes, as
co-managing members of WCM, share the power to direct the voting
and disposition of the shares of Common Stock that WCM may be
deemed to beneficially own.
WCI is the sole investment manager of Wynnefield Offshore and,
accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act)
of the Common Stock that Wynnefield Offshore beneficially owns.
WCI, as the sole investment manager of Wynnefield Offshore, has the
sole power to direct the voting and disposition of the Common Stock
that Wynnefield Offshore beneficially owns. Messrs. Obus and
Landes are executive officers of WCI and, accordingly, each may be
deemed to be the indirect beneficial owner (as that term is defined
under Rule 13d-3 under the Exchange Act) of the Common Stock
that WCI may be deemed to beneficially own. Messrs. Obus and
Landes, as executive officers of WCI, share the power to direct the
voting and disposition of the shares of Common Stock that WCI may
be deemed to beneficially own.
The Wynnefield Profit Plan is an employee profit sharing plan.
Mr. Obus and Mr. Landes are co-trustees of the Wynnefield
Profit Plan and have the authority to direct the voting and the
disposition of the shares of Common Stock that the Wynnefield
Profit Plan beneficially owns. Accordingly, Mr. Obus and
Mr. Landes may be deemed to be the indirect beneficial owners
(as that term is defined under Rule 13d-3 under the Exchange
Act) of the shares of Common Stock that the Wynnefield Profit Plan
may be deemed to beneficially own.
Beneficial ownership of the Common Stock shown on the cover
pages of and set forth elsewhere in this Schedule 13D for each
member of the Wynnefield Reporting Persons assumes that they have
not formed a group for purposes of Section 13(d)(3) under
the Exchange Act, and Rule 13d-5(b)(1) promulgated
thereunder. If the members of the Wynnefield Reporting Persons were
deemed to have formed a group for purposes of
Section 13(d)(3) and Rule 13d-5(b)(1), the group
would be deemed to own beneficially (and may be deemed to have
shared voting and dispositive power over) in the aggregate 2,011874
shares of Common Stock, constituting approximately 6.1% of the
outstanding shares of Common Stock. The percentage of shares of
Common Stock reported as being beneficially owned by the Wynnefield
Reporting Persons is based upon 33,101,866 (excludes 875,621 shares
held in treasury) shares outstanding as of August 18, 2020, as
set forth in the Issuer’s Annual Report on Form 10-K for the
period ended December 31, 2019, filed with the Commission on
August 25, 2020
The filing of this Schedule 13D and any future amendment by the
Wynnefield Reporting Persons, and the inclusion of information
herein and therein with respect to WCM, WCI and Messrs. Obus
and Landes, shall not be considered an admission that any of such
persons, for the purpose of Section 16(b) of the Exchange
Act, are the beneficial owners of any shares in which such persons
do not have a pecuniary interest. Each of WCM, WCI and
Messrs. Obus and Landes disclaims any beneficial ownership of
the shares covered by this Schedule 13D.
The Wynnefield Reporting Persons have distributed shares of Common
Stock during the last 60 days as follows (see Item 4):
Name |
Transaction |
Date |
Number of Shares |
Price Per Share |
Wynnefield Partners I |
Distribution |
10/26/2020 |
31 |
$0.06 |
(d) and (e). Not Applicable.
CUSIP No. 627335201
|
13D/A |
Page 12 of 13 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this Schedule 13D/A is true, complete and correct.
Dated: October 28, 2020
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.,
its Investment Manager
By: /s/ Nelson Obus
Nelson Obus, President
WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, INC.
By: /s/ Nelson Obus
Nelson Obus, Authorized Signatory
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
CUSIP No. 627335201
|
13D/A |
Page 13 of 13 |
WYNNEFIELD CAPITAL, INC.
By: /s/ Nelson Obus
Nelson Obus, President
/s/ Nelson Obus
Nelson Obus, Individually
/s/ Joshua Landes
Joshua Landes, Individually