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CUSIP No. 20676Y403
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Schedule 13D
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Page
8
of 11
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Item 4.
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Purpose of the Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
StepStone Convertible Promissory Note and Voting Agreement
On November 18, 2020, the Issuer entered into Convertible Promissory Note and Loan Agreement with Investco 2 providing for the loan by
Investco 2 to the Issuer the aggregate principal amount of $7,220,443 (the Note). The Note matures upon the earliest to occur of (a) the closing of a Rights Offering (as defined below) or
a Non-Rights Offering Conversion (as defined below) in an amount equal to the outstanding principal balance of the Note, (b) the acceleration of the Note on or after the occurrence of an Event
of Default (as defined in the Note) and (c) January 2, 2023.
Pursuant to the Note, subject to receipt of Shareholder Approval
or a Board Decision (each term as defined in the Note), Investco 2 may elect to convert the principal due under the Note into Common Stock of the Issuer in connection with any future rights offering commenced by the Issuer for up to 4,000,000
shares of Common Stock at a price of $2.50 per share (a Rights Offering). Pursuant to the Note, the Issuer has committed to offer to Investco 2 the option to purchase any shares of Common Stock of the Issuer underlying any
unexercised rights in any such Rights Offering. Further, if any amounts remain unpaid on the Note after May 31, 2021 (or, if earlier, the termination, rescission or rejection of the Rights Offering), subject to receipt of Shareholder Approval
or a Board Decision, Investco 2 may elect to convert the principal due under the Note into 2,888,178 shares of Common Stock at a price of $2.50 per share (a Non-Rights Offering
Conversion).
In connection with the entry into of the Note, on November 18, 2020, the Issuer entered into a voting agreement
(the Voting Agreement) with Group Real Estate, Investco GP, Real Estate Holdings and Investco. Pursuant to the Voting Agreement, each of Group Real Estate, Investco GP, Real Estate Holdings and Investco committed to vote their
voting securities in the Issuer at a special meeting of shareholders to approve the issuance of the common stock, and any change of control that could result from the issuance of the common stock, in a Rights Offering or a Non-Rights Offering Conversion.
The foregoing descriptions of the Note and the Voting
Agreement do not purport to be complete and are qualified in its entirety by reference to the full text of the Note and the Voting Agreement, copies of which are attached hereto as Exhibit B and C, respectively, and are incorporated herein by
reference.
IRSA Convertible Promissory Note and Voting Agreement
On November 18, 2020 the Issuer also entered into a separate (a) Convertible Promissory and Loan Agreement (the IRSA
Note) in favor of Efanur S.A. (Efanur), an affiliate of IRSA Inversiones y Representaciones Sociedad Anónima, for $2,779,557, pursuant to which, subject to satisfaction of certain conditions, Efanur may elect to convert the
principal due under the IRSA Note into 1,111,823 shares of Common Stock at a price of $2.50 per share and (b) Voting Agreement (the IRSA Voting Agreement) with the Real Estate Investment Group VII L.P., Real Estate Strategies L.P.
and Efanur (collectively, the IRSA Shareholders) pursuant to which each of the IRSA Shareholders committed to vote their voting securities in the Issuer at a special meeting of shareholders to approve the issuance of the common stock,
and any change of control that could result from the issuance of the common stock, in a Rights Offering or a Non-Rights Offering Conversion.
The IRSA Note and IRSA Voting Agreement were filed as Exhibits 10.5 and 10.7, respectively, to Issuers Current Report on Form 8-K filed with the SEC on November 19, 2020. None of the Reporting Persons is party to the IRSA Note nor the IRSA Voting Agreement and such documents are not incorporated by reference herein.
Item 5.
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Interest in Securities of the Issuer
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Item 5 is amended to replace (a) and (b) as follows:
As of the date hereof, the Reporting Persons beneficially own an aggregate of 3,223,032 shares of Common Stock, comprised of 2,907,206 shares
of Common Stock and 315,826 shares of Common Stock issuable upon the conversion of up to 437,262 shares of Series E Stock. Such shares represent approximately 26.8% of the Issuers Common Stock outstanding, which percentage was calculated based
on 12,015,686 shares of Common Stock
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