This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission on
June 1, 2018 (the
Schedule 13D
). Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Schedule
13D.
Item 4.
|
Purpose of Transaction
|
Item 4 is hereby amended and restated in its entirety as follows:
The shares of Common Stock owned by the Reporting Person have been acquired for investment purposes. The Reporting Person may make further acquisitions of the
Common Stock from time to time and, subject to certain restrictions, including a
lock-up
provision that significantly restricts the Reporting Persons discretion to dispose of shares of the Issuers
Common Stock for a period of one year following the Closing Date as set forth in the Purchase Agreement, may dispose of any or all of the Common Stock held by it at any time depending on an ongoing evaluation of the investment in such securities,
prevailing market conditions, other investment opportunities and other factors.
Except for the foregoing, the Reporting Person has no plans or proposals
which relate to, or could result in, any of the matters referred to in paragraphs (a) through (c) and (e) through (j) of Item 4 of Schedule 13D. However, as part of its ongoing evaluation of this investment and investment alternatives, the
Reporting Person may consider such matters and, subject to applicable law, may hold discussions with or make proposals to the management or the board of directors of the Issuer, other shareholders of the Issuer or other third parties regarding such
matters.
With respect to paragraph (d) of Item 4, the Reporting Person has, pursuant to the Purchase Agreement, the right to nominate one individual
(the
Nomination Right
) to serve on the Issuers Board of Directors (the
Board
) at any time on or following May 24, 2018. Pursuant to the Nomination Right, the Reporting Person has nominated
Mr. Ingo Schiller to serve on the Issuers Board.
On March 13, 2019, Mr. Schiller was granted 1,333 shares of Common Stock by the
Issuer as compensation for his service on the Board. The shares were assigned to the Reporting Person under the terms of Mr. Schillers arrangement with the Reporting Person.
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 2,919,875 shares of Common Stock, representing approximately
14.9% of the Issuers issued and outstanding shares of Common Stock, based upon 19,622,190 shares of Common Stock outstanding as of November 1, 2018, as reported in the Issuers Quarterly Report on Form
10-Q
for the quarter ended September 30, 2018, filed with the Commission on November 2, 2018. None of the persons listed on Schedule A hereto is the beneficial owner of any shares of Common Stock.
(c) Except as described in this Schedule 13D, there have been no transactions in the shares of common stock effected by the Reporting Person, or, to the
best of the Reporting Persons knowledge, any person identified on Schedule A hereto, during the past 60 days.
(d) None.
(e) Not applicable.
[The remainder of this page
intentionally left blank]