|
1.
|
Name
of Reporting Persons
Javelin
Venture Partners, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
[ ] (b) [X](1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Source
of Funds (see instructions)
WC
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
7,131,028
shares of Common Stock (2)
|
|
8.
|
Shared
Voting Power
0
|
|
9.
|
Sole
Dispositive Power
7,131,028
shares of Common Stock (2)
|
|
10.
|
Shared
Dispositive Power
0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,131,028
shares of Common Stock (2)
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
14.4%
(3)
|
|
14.
|
Type
of Reporting Person (see instructions)
PN
|
|
(1)
|
This
Schedule 13D is filed by Javelin Venture Partners, L.P. (“Javelin”), Javelin Venture Partners I SPV I, LLC (“Javelin
SPV”), Javelin Venture Partners GP, L.P. (“Javelin GP”) and Javelin Venture Partners GP, LLC (“Javelin
GP-GP,” together with Javelin, and Javelin SPV the “Javelin Entities”), Noah J. Doyle (“Doyle”),
and Jed Katz (“Katz”). Together with the Javelin Entities, Doyle, and Katz are herein collectively referred to
as the “Reporting Persons”. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13D.
|
|
(2)
|
The
shares are owned by Javelin and consist of 7,047,804 shares of common stock and 83,224 shares of common stock issuable upon
exercise of currently exercisable warrants. As a result of the application of the beneficial ownership limitation described
in this footnote, this number does not include 5,000,000 shares of common stock issuable upon exercise of warrants to purchase
common stock owned by Javelin. Under the terms of these warrants, Javelin is not permitted to exercise such warrants to purchase
common stock to the extent that such exercise would result in Javelin (and its affiliates) beneficially owning more than 4.99%
of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of
shares of common stock issuable upon exercise of such warrants to purchase common stock. Javelin has the right to increase
the beneficial ownership limitation in its discretion on 61 days’ prior written notice to the Issuer, provided that
in no event is Javelin permitted to exercise such warrants to purchase common stock to the extent that such exercise would
result in Javelin (and its affiliates) beneficially owning in the aggregate more than 19.99% of the number of shares of the
Issuer’s common stock outstanding or the combined voting power of the Issuer’s securities outstanding immediately
after giving effect to the issuance of shares of common stock issuable upon exercise of such warrants to purchase common stock.
|
|
(3)
|
This
percentage set forth on the cover sheets is calculated based on 49,506,521 shares of the Issuer’s Common Stock outstanding
as of November 27, 2017, as provided to the Reporting Persons by the Issuer.
|
|
1.
|
Name
of Reporting Persons
Javelin
Venture Partners I SPV I, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
[ ] (b) [X](1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Source
of Funds (see instructions)
WC
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
645,506
shares of Common Stock (2)
|
|
8.
|
Shared
Voting Power
0
|
|
9.
|
Sole
Dispositive Power
645,506
shares of Common Stock (2)
|
|
10.
|
Shared
Dispositive Power
0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
645,506
shares of Common Stock (2)
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
1.3%
(3)
|
|
14.
|
Type
of Reporting Person (see instructions)
OO
|
|
(1)
|
This
Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D.
|
|
(2)
|
The
shares are owned by Javelin SPV and consist of 322,753 shares of common stock and 322,753 shares of common stock issuable
upon exercise of currently exercisable warrants.
|
|
(3)
|
This
percentage set forth on the cover sheets is calculated based on 49,506,521 shares of the Issuer’s Common Stock outstanding
as of November 27, 2017, as provided to the Reporting Persons by the Issuer.
|
|
1.
|
Name
of Reporting Persons
Javelin
Venture Partners GP, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
[
] (b) [X](1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Source
of Funds (see instructions)
AF
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
0
|
|
8.
|
Shared
Voting Power
7,776,534
shares of Common Stock (2)
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
7,776,534
shares of Common Stock (2)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,776,534
shares of Common Stock (2)
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
15.6%
(3)
|
|
14.
|
Type
of Reporting Person (see instructions)
PN
|
|
(1)
|
This
Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D.
|
|
(2)
|
The
shares are owned by Javelin and Javelin SPV and consist of 7,047,804 shares of common
stock and 83,224 shares of common stock issuable upon exercise of currently exercisable
warrants held by Javelin; and 322,753 shares of common stock and 322,753 shares
of common stock issuable upon exercise of currently exercisable warrants held
by Javelin SPV. Javelin GP serves as the general partner for Javelin and Javelin SPV.
Javelin GP shares voting and dispositive power over the shares held by Javelin and Javelin
SPV, and may be deemed to beneficially own the shares held by Javelin and Javelin SPV.
As a result of the application of the beneficial ownership limitation described in this
footnote, this number does not include 5,000,000 shares of common stock issuable upon
exercise of warrants to purchase common stock owned by Javelin. Under the terms of these
warrants, Javelin is not permitted to exercise such warrants to purchase common stock
to the extent that such exercise would result in Javelin (and its affiliates) beneficially
owning more than 4.99% of the number of shares of the Issuer’s common stock outstanding
immediately after giving effect to the issuance of shares of common stock issuable upon
exercise of such warrants to purchase common stock. Javelin has the right to increase
the beneficial ownership limitation in its discretion on 61 days’ prior written
notice to the Issuer, provided that in no event is Javelin permitted to exercise such
warrants to purchase common stock to the extent that such exercise would result in Javelin
(and its affiliates) beneficially owning in the aggregate more than 19.99% of the number
of shares of the Issuer’s common stock outstanding or the combined voting power
of the Issuer’s securities outstanding immediately after giving effect to the issuance
of shares of common stock issuable upon exercise of such warrants to purchase common
stock.
|
|
(3)
|
This
percentage set forth on the cover sheets is calculated based on 49,506,521 shares of the Issuer’s Common Stock outstanding
as of November 27, 2017, as provided to the Reporting Persons by the Issuer.
|
|
1.
|
Name
of Reporting Persons
Javelin
Venture Partners GP, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
[ ] (b) [X](1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Source
of Funds (see instructions)
AF
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
0
|
|
8.
|
Shared
Voting Power
7,776,534
shares of Common Stock (2)
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
7,776,534
shares of Common Stock (2)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,776,534
shares of Common Stock (2)
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[
]
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
15.6%
(3)
|
|
14.
|
Type
of Reporting Person (see instructions)
OO
|
|
(1)
|
This
Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D.
|
|
(2)
|
The
shares are owned by Javelin and Javelin SPV and consist of 7,047,804 shares of common
stock and 83,224 shares of common stock issuable upon exercise of currently
exercisable warrants held by Javelin; and 322,753 shares of common stock and 322,753
shares of common stock issuable upon exercise of currently exercisable
warrants held by Javelin SPV. Javelin GP-GP serves as the general partner of Javelin
GP, who serves as the general partner for Javelin and Javelin SPV. Javelin GP-GP shares
voting and dispositive power over the shares held by Javelin and Javelin SPV, and may
be deemed to beneficially own the shares held by Javelin and Javelin SPV. As a result
of the application of the beneficial ownership limitation described in this footnote,
this number does not include 5,000,000 shares of common stock issuable upon exercise
of warrants to purchase common stock owned by Javelin. Under the terms of these warrants,
Javelin is not permitted to exercise such warrants to purchase common stock to the extent
that such exercise would result in Javelin (and its affiliates) beneficially owning more
than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately
after giving effect to the issuance of shares of common stock issuable upon exercise
of such warrants to purchase common stock. Javelin has the right to increase the beneficial
ownership limitation in its discretion on 61 days’ prior written notice to the
Issuer, provided that in no event is Javelin permitted to exercise such warrants to purchase
common stock to the extent that such exercise would result in Javelin (and its affiliates)
beneficially owning in the aggregate more than 19.99% of the number of shares of the
Issuer’s common stock outstanding or the combined voting power of the Issuer’s
securities outstanding immediately after giving effect to the issuance of shares of common
stock issuable upon exercise of such warrants to purchase common stock.
|
|
(3)
|
This
percentage set forth on the cover sheets is calculated based on 49,506,521 shares of the Issuer’s Common Stock outstanding
as of November 27, 2017, as provided to the Reporting Persons by the Issuer.
|
|
1.
|
Name
of Reporting Persons
Noah
J. Doyle
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
[ ] (b) [X](1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Source
of Funds (see instructions)
AF
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
[ ]
|
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
22,727
shares of Common Stock
|
|
8.
|
Shared
Voting Power
7,776,534
shares of Common Stock (2)
|
|
9.
|
Sole
Dispositive Power
22,727
shares of Common Stock
|
|
10.
|
Shared
Dispositive Power
7,776,534
shares of Common Stock (2)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,799,261
shares of Common Stock
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
15.6%
(3)
|
|
14.
|
Type
of Reporting Person (see instructions)
IN
|
|
(1)
|
This
Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D.
|
|
(2)
|
The
shares are owned by Javelin and Javelin SPV and consist of 7,047,804 shares of common
stock and 83,224 shares of common stock issuable upon exercise of currently
exercisable warrants held by Javelin; and 322,753 shares of common stock and 322,753
shares of common stock issuable upon exercise of currently exercisable
warrants held by Javelin SPV. Doyle and Katz are the Managers of Javelin GP-GP. Doyle
shares voting and dispositive power over the shares held by Javelin and Javelin SPV,
and may be deemed to beneficially own the shares held by Javelin and Javelin SPV. As
a result of the application of the beneficial ownership limitation described in this
footnote, this number does not include 5,000,000 shares of common stock issuable upon
exercise of warrants to purchase common stock owned by Javelin. Under the terms of these
warrants, Javelin is not permitted to exercise such warrants to purchase common stock
to the extent that such exercise would result in Javelin (and its affiliates) beneficially
owning more than 4.99% of the number of shares of the Issuer’s common stock outstanding
immediately after giving effect to the issuance of shares of common stock issuable upon
exercise of such warrants to purchase common stock. Javelin has the right to increase
the beneficial ownership limitation in its discretion on 61 days’ prior written
notice to the Issuer, provided that in no event is Javelin permitted to exercise such
warrants to purchase common stock to the extent that such exercise would result in Javelin
(and its affiliates) beneficially owning in the aggregate more than 19.99% of the number
of shares of the Issuer’s common stock outstanding or the combined voting power
of the Issuer’s securities outstanding immediately after giving effect to the issuance
of shares of common stock issuable upon exercise of such warrants to purchase common
stock.
|
|
(3)
|
This
percentage set forth on the cover sheets is calculated based on 49,506,521 shares of the Issuer’s Common Stock outstanding
as of November 27, 2017, as provided to the Reporting Persons by the Issuer.
|
|
1.
|
Name
of Reporting Persons
Jed
Katz
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
[ ](b) [X](1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Source
of Funds (see instructions)
AF
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
[ ]
|
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
7,776,534
shares of Common Stock (2)
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
7,776,534
shares of Common Stock (2)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,776,534
shares of Common Stock (2)
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
15.6%
(3)
|
|
14.
|
Type
of Reporting Person (see instructions)
IN
|
|
(1)
|
This
Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D.
|
|
(2)
|
The
shares are owned by Javelin and Javelin SPV and consist of 7,047,804 shares of common
stock and 83,224 shares of common stock issuable upon exercise of currently exercisable
warrants held by Javelin; and 322,753 shares of common stock and 322,753 shares of common
stock issuable upon exercise of currently exercisable warrants held by Javelin SPV. Doyle
and Katz are the Managers of Javelin GP-GP. Katz shares voting and dispositive power
over the shares held by Javelin and Javelin SPV, and may be deemed to beneficially own
the shares held by Javelin and Javelin SPV. As a result of the application of the beneficial
ownership limitation described in this footnote, this number does not include 5,000,000
shares of common stock issuable upon exercise of warrants to purchase common stock owned
by Javelin. Under the terms of these warrants, Javelin is not permitted to exercise such
warrants to purchase common stock to the extent that such exercise would result in Javelin
(and its affiliates) beneficially owning more than 4.99% of the number of shares of the
Issuer’s common stock outstanding immediately after giving effect to the issuance
of shares of common stock issuable upon exercise of such warrants to purchase common
stock. Javelin has the right to increase the beneficial ownership limitation in its discretion
on 61 days’ prior written notice to the Issuer, provided that in no event is Javelin
permitted to exercise such warrants to purchase common stock to the extent that such
exercise would result in Javelin (and its affiliates) beneficially owning in the aggregate
more than 19.99% of the number of shares of the Issuer’s common stock outstanding
or the combined voting power of the Issuer’s securities outstanding immediately
after giving effect to the issuance of shares of common stock issuable upon exercise
of such warrants to purchase common stock.
|
|
(3)
|
This
percentage set forth on the cover sheets is calculated based on 49,506,521 shares of the Issuer’s Common Stock outstanding
as of November 27, 2017, as provided to the Reporting Persons by the Issuer.
|
Explanatory
Note:
This
Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is made solely to correct the beneficial ownership information
previously reported in Amendment No. 1 to Schedule 13D filed on October 31, 2017 (“Amendment No. 1”), which was overstated
by 5,000,000 shares of common stock due to the inclusion of shares of common stock underlying certain warrants held by the Reporting
Persons that are subject to a beneficial ownership limitation, which was not accounted for in Amendment No. 1. Except for changes
to correct the beneficial ownership information previously reported in Amendment No. 1, no new or revised information, transactions
or holdings are being reported in this Amendment No. 2. This Amendment No. 2 amends and restates Amendment No. 1 in its entirety.
Introductory
Note:
This
Amendment No. 2 amends and supplements the Statement on Schedule 13D filed by the Reporting Persons on July 10, 2015 (the “Original
Schedule 13D”, as amended and supplemented by this Amendment No. 2, the “Schedule 13D”) to the extent specifically
set forth below. Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Schedule 13D.
|
Item
2.
|
Identity
and Background
|
|
|
a)
|
The
persons and entities filing this statement are Javelin Venture Partners, L.P. (“Javelin”),
Javelin Venture Partners I SPV I, LLC (“Javelin SPV”), Javelin Venture
Partners GP, L.P. (“Javelin GP”) and Javelin Venture Partners GP, LLC (“Javelin
GP-GP,” together with Javelin, and Javelin SPV the “Javelin Entities”),
Noah J. Doyle (“Doyle”) and Jed Katz (“Katz”). Doyle and Katz
are collectively referred to herein as the “Listed Persons”. Together with
the Javelin Entities, the Listed Persons are herein collectively referred to as the “Reporting
Persons”.
|
|
|
|
|
|
|
b)
|
The
address of the principal place of business of each of the Reporting Persons is 221 Main Street, Suite 1300, San Francisco,
California 94105.
|
|
|
|
|
|
|
c)
|
The
principal business of each of the Reporting Persons is the venture capital investment business.
|
|
|
|
|
|
|
d)
|
During
the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors).
|
|
|
|
|
|
|
e)
|
During
the last five years, none of the Reporting Persons has been 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)
|
The
Listed Persons are United States citizens. Javelin, Javelin SPV and Javelin GP are Delaware limited partnerships and Javelin
GP-GP is a Delaware limited liability company.
|
|
Item
3.
|
Source
and Amount of Funds or Other Consideration
|
On
October 3, 2017, the Issuer closed a public offering of (i) 34,550,000 Class A Units, each consisting of one share of its
Common Stock and one warrant to purchase one share of its Common Stock and (ii) 9,180 Class B Units, each consisting of one share
of Series A Convertible Preferred Stock and the equivalent number of warrants as would have been issued to such purchaser of Class
B Units if they had instead purchased Class A Units based on the public offering price. Javelin purchased an aggregate of 5,000,000
Class A Units, consisting of 5,000,000 shares of Common Stock and warrants to purchase 5,000,000 shares of Common Stock at the
public offering price of $0.40 per Class A Unit, for a total purchase price of $2,000,000. The shares of Common Stock and warrants
that are part of the Class A Units sold to Javelin were immediately separable and were issued separately in the offering. The
warrants are immediately exercisable.
Under the terms of the warrants acquired in
the public offering, Javelin is not permitted to exercise such warrants to purchase common stock to the extent that such exercise
would result in Javelin (and its affiliates) beneficially owning more than 4.99% of the number of shares of the Issuer’s
common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of such
warrants to purchase common stock. This limitation is referred to as the “beneficial ownership limitation”. Javelin
has the right to increase the beneficial ownership limitation in its discretion on 61 days’ prior written notice to the Issuer,
provided that in no event is Javelin permitted to exercise such warrants to purchase common stock to the extent that such exercise
would result in Javelin (and its affiliates) beneficially owning in the aggregate more than 19.99% of the number of shares of the
Issuer’s common stock outstanding or the combined voting power of the Issuer’s securities outstanding immediately after
giving effect to the issuance of shares of common stock issuable upon exercise of such warrants to purchase common stock.
The
funds used by Javelin to acquire the securities described herein were obtained from capital contributions by their respective
partners and members.
|
Item
4.
|
Purpose
of Transaction
|
Javelin
agreed to purchase the securities described in Item 3 hereto for investment purposes with the aim of increasing the value of its
investments in the Issuer.
Doyle
is a member of the Board of Directors of the Issuer and also serves as a Manager of Javelin GP-GP which serves as the general
partner of Javelin GP, which serves as the general partner of Javelin and Javelin SPV.
Subject
to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time
to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial
condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer
to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons,
and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the
Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons
reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.
Other
than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result
in: (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 subsidiaries;
(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 of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or
to fill any existing vacancies on the Board of Directors of the Issuer; (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 structure; (g) any
changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange
or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or (j) any action similar to those enumerated above.
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Item
5.
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Interest
in Securities of the Issuer
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(a)
The responses of the Reporting Persons to rows 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference.
(b)
The responses of the Reporting Persons to rows 7, 8, 9 and 10 on the cover pages of this Schedule 13D are incorporated herein
by reference.
(c)
The information provided in Item 3 is hereby incorporated by reference.
(d)
Not applicable.
(e)
Not applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Lock-up
Agreements
In
connection with the Issuer’s October 2017 public offering, Javelin, Javelin SPV and Doyle, along with all of the Issuer’s
other directors, executive officers and stockholders agreed with the underwriters for the offering, subject to certain exceptions,
not to dispose of or hedge any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock
during the period from the date of the lock-up agreements continuing through December 28, 2017, except with the prior written
consent of Aegis Capital Corp. The lock-up agreements permit Javelin, Javelin SPV and Doyle to transfer Common Stock and other
securities subject to the lock-up agreements in certain circumstances.
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Item
7.
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Material
to Be Filed as Exhibits
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A.
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Form
of Lock-up Agreement
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SIGNATURES
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.
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Date:
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November
28, 2017
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JAVELIN
VENTURE PARTNERS, L.P.
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JAVELIN
VENTURE PARTNERS I SPV I, LLC
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By:
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Javelin
Venture Partners GP, L.P.
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Their:
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Managing
Member
|
|
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By:
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Javelin
Venture Partners GP, LLC
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Its:
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Managing
Member
|
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By:
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/s/
Noah J. Doyle
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NOAH
J. DOYLE
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Managing
Director
|
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JAVELIN
VENTURE PARTNERS GP, L.P.
|
|
|
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By:
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Javelin
Venture Partners GP, LLC
|
|
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Its:
|
Managing
Member
|
|
|
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By:
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/s/
Noah J. Doyle
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NOAH
J. DOYLE
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Managing
Director
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JAVELIN
VENTURE PARTNERS GP, LLC
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By:
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/s/
Noah J. Doyle
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NOAH
J. DOYLE
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|
|
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Managing
Director
|
|
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/s/
Noah J. Doyle
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|
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Noah
J. Doyle
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/s/
Jed Katz
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Jed
Katz
|
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Attention:
Intentional misstatements or omissions of fact
constitute
Federal criminal violations (See 18 U.S.C. 1001)
EXHIBIT
INDEX
Exhibit
A
FORM
OF LOCK-UP AGREEMENT
______________
,
2017
Aegis
Capital Corp.
810
Seventh Avenue, 18th Floor
New
York, New York 10019
Ladies
and Gentlemen:
The
undersigned understands that Aegis Capital Corp. (the “
Representative
”) proposes to enter into an Underwriting
Agreement (the “
Underwriting Agreement
”) with Ritter Pharmaceuticals, Inc., a Delaware corporation (the “
Company
”),
providing for the public offering (the “
Public Offering
”) of shares of common stock, par value $0.001 per share,
of the Company (the “
Common Shares
”), shares of Series A Convertible Preferred Stock, par value $0.001 per
share, of the Company (the “
Preferred Shares
”) and warrants to purchase common stock (the “
Warrants
”
and together with the Common Shares and Preferred Shares, the “
Securities
”).
To
induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that,
without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof
and ending 90 days after the date of the Underwriting Agreement relating to the Public Offering (the “
Lock-Up Period
”),
(1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common
Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired
by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively,
the “
Lock-Up Securities
”); (2) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise
any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer,
sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the
prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in the
Public Offering or in open market transactions after the completion of the Public Offering;
provided
that no filing under
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), shall be required or
shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in the Public Offering or such open
market transactions; (b) transfers of Lock-Up Securities as a
bona fide
gift, by will or intestacy or to a family member
or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member”
means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities
to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other
business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls,
is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to current or former
members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933,
as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned (including,
for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or
by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management
company as the undersigned or who shares a common investment advisor with the undersigned); (e) if the undersigned is a trust,
to a trustee or beneficiary of the trust;
provided
that in the case of any transfer pursuant to the foregoing clauses (b),
(c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to
the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a)
of the Exchange Act shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common
Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s
Common Shares (the “
Plan Shares
”) or the transfer of Common Shares or any securities convertible into Common
Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s
securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned
in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period,
provided
that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made within 30 days after
the date of the Underwriting Agreement, and after such 30
th
day, if the undersigned is required to file a report under
Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned
shall include a statement in such report to the effect that the purpose of such transfer was to cover tax withholding obligations
of the undersigned in connection with such vesting or exercise and,
provided further
, that the Plan Shares shall be subject
to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements under which the Company
has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities; (h)
the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities,
provided
that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent
a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned
or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect
that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the conversion of the outstanding
preferred stock of the Company into Shares,
provided
that such Shares remain subject to the terms of this agreement; (j)
the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection
with a divorce settlement,
provided
that the undersigned shall use its reasonable best efforts to cause the transferee
to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period,
and
provided further
, that any filing under Section 16(a) of the Exchange Act that is required to be made during the Lock-Up
Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (k) the
transfer of Lock-Up Securities pursuant to a change of control of the Company;
provided
that in the event that the change
of control is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained
in this lock-up agreement. For purposes of clause (k) above, “change of control” shall mean the consummation of any
bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person”
(as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer
of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.
If
the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be
equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in
the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release
or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the
Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending
release or waiver by press release through a major news service at least two (2) business days before the effective date of the
release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be
effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply
if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee
has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that
such terms remain in effect at the time of such transfer.
The
undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation
of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon
the undersigned’s heirs, legal representatives, successors and assigns.
The
undersigned understands that, if the Underwriting Agreement is not executed by December 31, 2017, or if the Underwriting Agreement
(other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery
of the Securities to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.
Whether
or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will
only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the
Representative.
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Very
truly yours,
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(Name
- Please Print)
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(Signature)
|
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(Name
of Signatory, in the case of entities - Please Print)
|
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(Title
of Signatory, in the case of entities - Please Print)
|
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Address:
|
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