As filed with the Securities and Exchange Commission
on March 15, 2017 Registration No. 333-_______
Washington, D.C. 20549
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition
of “large accelerated filer,” “accelerate filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
We are a Delaware corporation and certain provisions of the Delaware
Statutes and our bylaws provide for indemnification of our officers and directors against liabilities that they may incur in such
capacities. A summary of the circumstances in which indemnification is provided is discussed below, but this description
is qualified in its entirety by reference to our bylaws and to the statutory provisions.
Section 145 of the Delaware General Corporation Law provides for,
under certain circumstances, the indemnification of our officers, directors, employees and agents against liabilities that they
may incur in such capacities. A summary of the circumstances in which such indemnification provided for is contained herein, but
that description is qualified in its entirety by reference to the relevant Section of the Delaware General Corporation Law.
In general, the statute provides that any director, officer, employee
or agent of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative
proceeding) to which the individual was a party by reason of such status. Such indemnity may be provided if the indemnified person’s
actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in or not opposed
to our best interest; and (iii) with respect to any criminal action, such person had no reasonable cause to believe the actions
were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members
of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable
standard of conduct was met by the individual to be indemnified.
The statutory provisions further provide that to the extent a director,
officer, employee or agent is wholly successful on the merits or otherwise in defense of any proceeding to which he was a party,
he is entitled to receive indemnification against expenses, including attorneys’ fees, actually and reasonably incurred in
connection with the proceeding.
Indemnification in connection with a proceeding by or in the right
of the Company in which the director, officer, employee or agent is successful is permitted only with respect to expenses, including
attorneys’ fees actually and reasonably incurred in connection with the defense. In such actions, the person to be indemnified
must have acted in good faith, in a manner believed to have been in our best interest and must not have been adjudged liable to
us unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification
is otherwise prohibited in connection with a proceeding brought on behalf of the Company in which a director is adjudged liable
to us, or in connection with any proceeding charging improper personal benefit to the director in which the director is adjudged
liable for receipt of an improper personal benefit.
Delaware law authorizes us to reimburse or pay reasonable expenses
incurred by a director, officer, employee or agent in connection with a proceeding in advance of a final disposition of the matter.
Such advances of expenses are permitted if the person furnishes to us a written agreement to repay such advances if it is determined
that he is not entitled to be indemnified by us.
The statutory section cited above further specifies that any provisions
for indemnification of or advances for expenses does not exclude other rights under our certificate of incorporation, corporate
bylaws, resolutions of our stockholders or disinterested directors, or otherwise. These indemnification provisions continue for
a person who has ceased to be a director, officer, employee or agent of the corporation and inure to the benefit of the heirs,
executors and administrators of such persons.
The statutory provision cited above also grants the power to the
Company to purchase and maintain insurance policies that protect any director, officer, employee or agent against any liability
asserted against or incurred by him in such capacity arising out of his status as such. Such policies may provide for indemnification
whether or not the corporation would otherwise have the power to provide for it.
Articled 8 and 9 of our certificate of incorporation provide that
we shall indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law.
We have purchased directors’ and officers’ liability
insurance in order to limit the exposure to liability for indemnification of directors and officers, including liabilities under
the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for our directors, officers, and controlling persons pursuant to the foregoing provisions or otherwise, we
have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
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Description
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4.1
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Certificate of Incorporation (1)
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4.2
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Certificate of Amendment to Certificate of Incorporation to effect reverse stock split and reduction in authorized share capital, filed with the Delaware Secretary of State on October 20, 2014 (2)
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4.3
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Certificate of Amendment to Certificate of Incorporation regarding increase in share capital, filed with the Delaware Secretary of State on July 24, 2015 (3)
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4.4
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Certificate of Amendment to Certificate of Incorporation to increase authorized share capital, filed with the Delaware Secretary of State on September 16, 2016 (4)
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4.5
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Certificate of Amendment to Certificate of Incorporation to effect reverse stock split and reduction in authorized share capital, filed with the Delaware Secretary of State on October 26, 2016 (5)
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4.6
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Certificate of Amendment to Certificate of Incorporation regarding increase in share capital, filed with the Delaware Secretary of State on January 26, 2017 (6)
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4.7
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Bylaws (7)
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5.1
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Opinion of Maslon LLP as to the legality of the securities being registered.
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23.1
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Consent of Independent Registered Public Accounting Firm – Olsen Thielen
& Co., Ltd.
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23.2
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Consent of Maslon LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page hereof).
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99.1
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Form of Stock Option Agreement effective as of July 1, 2016.
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(1) Filed on December 19, 2013 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.
(2) Filed on October 24, 2014 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.
(3) Filed on June 30, 2015 as an appendix to our Information Statement on Schedule 14C
and incorporated herein by reference.
(4) Filed on September 16, 2016 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.
(5) Filed on October 27, 2016 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.
(6) Filed on January 27, 2017 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.
(7) Filed on January 27, 2016 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and prices represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
Exhibit
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Description
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4.1
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Certificate of Incorporation (1)
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4.2
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Certificate of Amendment to Certificate of Incorporation to effect reverse stock split and reduction in authorized share capital, filed with the Delaware Secretary of State on October 20, 2014 (2)
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4.3
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Certificate of Amendment to Certificate of Incorporation regarding increase in share capital, filed with the Delaware Secretary of State on July 24, 2015 (3)
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4.4
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Certificate of Amendment to Certificate of Incorporation to increase authorized share capital, filed with the Delaware Secretary of State on September 16, 2016 (4)
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4.5
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Certificate of Amendment to Certificate of Incorporation to effect reverse stock split and reduction in authorized share capital, filed with the Delaware Secretary of State on October 26, 2016 (5)
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4.6
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Certificate of Amendment to Certificate of Incorporation regarding increase in share capital, filed with the Delaware Secretary of State on January 26, 2017 (6)
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4.7
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Bylaws (7)
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5.1
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Opinion of Maslon LLP as to the legality of the securities being registered.
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23.1
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Consent of Independent Registered Public Accounting Firm – Olsen Thielen
& Co., Ltd.
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23.2
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Consent of Maslon LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page hereof).
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99.1
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Form of Stock Option Agreement effective as of July 1, 2016.
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(1) Filed on December 19, 2013 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.
(2) Filed on October 24, 2014 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.
(3) Filed on June 30, 2015 as an appendix to our Information Statement on Schedule 14C
and incorporated herein by reference.
(4) Filed on September 16, 2016 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.
(5) Filed on October 27, 2016 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.
(6) Filed on January 27, 2017 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.
(7) Filed on January 27, 2016 as an exhibit to our Current Report on Form 8-K and incorporated
herein by reference.