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The Reporting Persons acquired their Shares for investment
and are filing this Schedule 13D/A to report that, on April 13, 2022, Broadwood Partners entered into a Securities Purchase Agreement
with the Issuer (the “Purchase Agreement”) pursuant to which Broadwood Partners acquired 5,882.35 shares of Series A Convertible
Preferred Stock (the “Series A Shares”) from the Issuer in its registered direct offering for a total purchase price of $5,000,000,
or $850 per Series A Share. The Series A Shares are currently convertible into 3,884,675 Shares at the conversion price of $1.53 per Share,
subject to a blocker provision that prevents Broadwood Partners from converting the Series A Shares if it would be more than a 19.99%
beneficial owner of the Shares following such conversion. The Issuer has agreed to use its reasonable best efforts to obtain shareholder
approval for the 19.99% blocker provision to be waived with respect to the Reporting Persons, so that the Reporting Persons may increase
their beneficial ownership of the Shares above 19.99%. On April 8, 2024 or the earlier occurrence of certain events or transactions specified
in the Purchase Agreement, the Issuer will mandatorily redeem all of the Series A Shares for a cash payment calculated in accordance with
the terms of the Purchase Agreement.
The foregoing was a summary of certain material terms
of the Purchase Agreement and the Series A Shares. The foregoing description is not, and does not purport to be, complete and is qualified
in its entirety by reference to the full text of the: (i) Form of Securities Purchase Agreement; and (ii) Form of Certificate of Determination
of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, which have been filed as Exhibits B and C, respectively,
and are incorporated herein by reference.
Further, on April 14, 2022, Broadwood Partners participated
in the Issuer’s underwritten public offering pursuant to which it acquired: (i) 6,003,752 Shares; and (ii) 6,003,752 warrants (the
“Warrants”) to purchase up to 3,001,876 Shares at an exercise price of $1.53 per Share. The Warrants (i) are currently exercisable,
subject to a blocker provision that prevents Broadwood Partners from exercising the Warrants if it would be more than a 19.99% beneficial
owner of the Shares following such exercise, and (ii) expire on April 19, 2027. The Issuer has agreed to use its reasonable best efforts
to obtain shareholder approval for the 19.99% blocker provision to be waived with respect to the Reporting Persons, so that the Reporting
Persons may increase their beneficial ownership of the Shares above 19.99%. The aggregate purchase price paid for the Shares and the Warrants
was $7,999,999.54.
The foregoing was a summary of certain material terms
of the Warrants. The foregoing description is not, and does not purport to be, complete and is qualified in its entirety by reference
to the full text of the form of the Warrants, which is anticipated to be set forth as an exhibit to a Form 8-K that will be filed with
the SEC by the Issuer after the date of this Schedule 13D/A and is incorporated herein by reference.
Except as otherwise set forth herein, the Reporting
Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) –
(j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting
Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be
deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons
may deem advisable.
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The Reporting Persons have been, and may continue
to be, in contact with members of the Issuer’s management, the board of directors of the Issuer (the “Board of Directors”),
other significant shareholders and others regarding alternatives that the Issuer could employ to maximize the creation of shareholder
value over time.
The Reporting Persons further reserve the right to
act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or
to recommend courses of action to shareholders, the Board of Directors and/or the management of the Issuer. |
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