Item 1. Security and Issuer
This Amendment No. 5 (Amendment No. 5) amends the Schedule 13D filed with the Securities and
Exchange Commission (the SEC) on August 29, 2014, as amended by Amendment No. 1 filed with the SEC on September 22, 2014, Amendment No. 2 filed with the SEC on December 16, 2022, Amendment No. 3 filed
with the SEC on February 3, 2023, and Amendment No. 4 filed with the SEC on May 1, 2023 (the Schedule 13D), with respect to the Common Stock of the Company. Capitalized terms used herein and not otherwise defined in
this Amendment No. 5 have the meanings set forth in the Schedule 13D. Except as specifically amended herein, the Schedule 13D shall otherwise remain in effect.
Item 4. Purpose of Transaction
Item 4 is
hereby supplemented as follows:
As previously reported, on February 3, 2023, an affiliate of the Reporting Persons, Pegasus Capital
Advisors, LP (PCA LP), on behalf of itself and certain of its affiliates (collectively, Pegasus), delivered to the Board a letter setting forth a proposal (the Initial Proposal) for Pegasus to
acquire all of the outstanding shares of Common Stock that are not owned by the Reporting Persons for a purchase price of $0.83 per share in cash (or, as a result of the Reverse Stock Split, $2.49 per share) in cash. On March 28, 2023, the
Special Committee of the Board of Directors of the Issuer
(the Special Committee) issued a press release rejecting the Initial Proposal. On May 1, 2023, Pegasus delivered to the Special Committee a letter setting forth a
proposal (the Second Proposal) for Pegasus to acquire all of the outstanding shares of Common Stock that are not owned by the Reporting Persons for a purchase price of $2.85 per share in cash. Pegasus is no longer pursuing
the Second Proposal. The Reporting Persons may continue to engage in discussions with the Issuers management, board of directors, and/or stockholders concerning, among other things, such potential strategic transaction, potential financing
options for the Issuer, the Issuers business strategy, and/or other strategic alternatives for the betterment of the Issuer.
Item 5.
Interest in Securities of the Issuer
The information set forth in Item 5 of the Schedule 13D is amended as follows:
(a) - (c) The information relating to the beneficial ownership of the Shares by each of the Reporting
Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein and is as of the date hereof. Slipstream Funding, LLC is the beneficial owner of 317,455 shares of Common Stock, representing 2.51% of Common
Stock outstanding as of November 9, 2023, as reported in the Issuers most recent Form 10-Q filed with the SEC on November 9, 2023 (the 10-Q). The other Reporting Persons on this
Schedule 13D share beneficial ownership of 3,686,935 shares of the Common Stock, of which 2,261,446 are issuable in respect of the Warrants, representing 29.10% of the Issuers outstanding Common Stock. This Amendment No. 5 is being filed
to reflect a change in the percentage previously reported solely as a result of the change in the outstanding Common Shares as reported by the Issuer in the 10-Q. The Reporting Person has no other material
changes to the information previously reported or transactions within the prior 60 days to disclose. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that such
person is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of the Act, or for any other purpose.
Item 7.
Material to be Filed as Exhibits
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Exhibit 99.4 |
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Joint Filing Agreement among the Reporting Persons, dated as of August 29, 2014, and incorporated by reference to the Schedule 13D filed on such date by the Reporting Persons. |