|CUSIP No. 0087A 105
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Item 3. Source and Amount of Funds.
Item 3 of the Prior Filings is amended by adding the following
On June 8, 2020, the Company closed a registered public
offering of 9,090,910 shares of Common Stock, at a purchase price
of $1.10 per share. The Reporting Person acquired beneficial
ownership of 3,700,000 shares of Common Stock in the offering for
an aggregate purchase price of $4.07 million. The source of
the funds for SMTP’s acquisition of shares in the offering was
capital committed by the partners of SMTP.
Item 5. Interest in Securities of the Issuer.
Paragraph (a) of Item 5 of the Prior Filings is hereby
deleted and replaced as follows:
Amount beneficially owned as of the date
Amount beneficially owned: The Reporting Person beneficially owns
an aggregate of 11,340,792 shares of Common Stock. The shares of
Common Stock beneficially owned by the Reporting Person include (a)
161,440 shares of Common Stock that are held by Muneer A. Satter
Revocable Trust for which the Reporting Person serves as trustee
and, in such capacity, has sole voting and dispositive power over
all such shares; (b) 367,408 shares of Common Stock that are held
by various other trusts and other entities for which the Reporting
Person serves as trustee, investment advisor or manager and, in
such capacity, has sole voting and dispositive power over all such
shares; (c) 7,080,601 shares of Common Stock that are held by SMTP
for which the Reporting Person has sole voting and dispositive
power over all such shares, and (d) subject to the ownership
limitation described below, Warrants to purchase 3,731,343 shares
of Common Stock held by SMTP for which the Reporting Person has
sole voting and dispositive power over all such Warrants and the
underlying shares of Common Stock.
Percent of class:
While the Reporting Person beneficially owns 11,340,792 shares of
Common Stock, such amount only represents 19.9% of the total number
of shares of Common Stock outstanding because the Warrants may not
be exercised with respect to any portion of the Warrants, to the
extent that such exercise would result in SMTP and its affiliates
beneficially owning more than 19.9% of the outstanding Common Stock
or outstanding voting power of the Company.
All percentages calculated in this Schedule 13D are based upon
38,177,377 shares of Common Stock outstanding (which assumes no
exercise of the underwriters’ option to purchase additional shares)
as disclosed in the Prospectus Supplement filed by the Company with
the Securities and Exchange Commission on June 5, 2020.