(Amendment No. 1)1
ANDREW FREEDMAN, ESQ.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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ETFS Capital Limited |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO (See Item 3) |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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JERSEY |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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15,250,000 (1) |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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15,250,000 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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15,250,000 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.5% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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(1) Excludes Shares (as defined below) issuable upon conversion of 14,750
shares of Series A Preferred Stock (as defined in Item 3).
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1 |
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NAME OF REPORTING PERSON |
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GRAHAM TUCKWELL |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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AUSTRALIA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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15,250,000 (1) |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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15,250,000 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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15,250,000 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.5% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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(1) Excludes Shares issuable upon conversion of 14,750
Series A Preferred Stock.
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1 |
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NAME OF REPORTING PERSON |
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Lion Point Capital, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC, AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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4,521,979 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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4,521,979 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,521,979 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Lion Point Holdings GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC, AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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4,521,979 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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4,521,979 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,521,979 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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DIDRIC CEDERHOLM |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC, AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Sweden and France |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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4,521,979 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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4,521,979 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,521,979 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.1% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended
and restated to read as follows:
| (a) | This statement is filed by: |
| (i) | ETFS Capital Limited, a Jersey company (“ETFS”), with respect to the Shares directly and beneficially
owned by it, and Graham Tuckwell, as the Chairman of the Board of Directors and controlling shareholder of ETFS; and |
| (ii) | Lion Point Capital, LP, a Delaware limited partnership (“Lion Point Capital”), with respect
to the Shares beneficially owned by it as the investment manager to a certain investment fund client (the “Lion Point Account”),
Lion Point Holdings GP, LLC, a Delaware limited liability company (“Lion Point Holdings”), as the general partner of Lion
Point Capital, and Didric Cederholm as the Member and a Manager of Lion Point Holdings. |
Each of the foregoing is
referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons
is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint
Schedule 13D.
(b) The
address of the principal office of ETFS is Ordnance House, 31 Pier Road, St. Helier, Jersey JE2 4XW. The address of the principal office
of Mr. Tuckwell is 43 Mary St., Hawthorn VIC 3122, Australia. The address of the principal office of each of Lion Point Capital, Lion
Point Holdings and Mr. Cederholm is 250 West 55th Street, 33rd Floor, New York New York 10019.
(c) The
principal business of ETFS is serving as an investment company. Mr. Tuckwell is the Chairman of the Board of Directors and controlling
shareholder of ETFS. The principal business of Lion Point Capital is serving as the investment manager to certain investment fund clients,
including the Lion Point Account. The principal business of Lion Point Holdings GP is serving as the general partner of Lion Point Capital.
Mr. Cederholm is the Founding Partner and Chief Investment Officer of Lion Point Capital and a Member and a Manager of Lion Point Holdings
GP.
(d) No
Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr.
Tuckwell is a citizen of Australia and Mr. Cederholm is a citizen of each of Sweden and France.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The 15,250,000 Shares and
14,750 Series A Preferred Stock beneficially owned by the Reporting Persons were acquired on April 11, 2018 pursuant to the Share Sale
Agreement, dated as of November 13, 2017 (the “Share Sale Agreement”), by and among the Issuer, WisdomTree International Holdings
Ltd, a wholly-owned subsidiary of the Issuer, and ETFS. Pursuant to the Share Sale Agreement, the Issuer acquired certain assets of ETFS
for a purchase price consisting of (i) $253 million in cash, (ii) 15,250,000 Shares and (iii) 14,750 shares of Series A Non-Voting Convertible
Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), which are convertible into an aggregate of 14,750,000
Shares, subject to certain restrictions.
The Shares beneficially
owned by Lion Point Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 4,521,979
Shares beneficially owned by Lion Point Capital is approximately $26,540,101, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On March 8, 2022, the Reporting
Persons entered into a Group Agreement (the “Group Agreement”), as more fully described in Item 6, and which is attached hereto
as Exhibit 99.1 and incorporated herein by reference, in connection with their collective efforts to seek changes to the composition of
the Board and management of the Issuer. The Reporting Persons intend to attempt to work constructively with the Issuer to arrive at a
solution that puts the Issuer in the best position to unlock value for the benefit of all stockholders and expect to have a dialogue with
members of the Board to this end. In light of an upcoming key deadline for the Issuer’s 2022 Annual Meeting of Stockholders (the
“2022 Annual Meeting”), the Reporting Persons reserve their right to take their case for Board representation directly to
the Issuer’s stockholders.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c)
are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 146,586,291 Shares outstanding, as of February 15, 2022, which is the
total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 25, 2022.
As of the close of business
on March 10, 2022, ETFS held 14,750 shares of Series A Preferred Stock, convertible into an aggregate of 14,750,000 Shares. The Series
A Preferred Stock may not be converted into Shares if, after such conversion, ETFS and certain affiliates would beneficially own, as determined
in accordance with the Share Sale Agreement and Section 13(d) Exchange Act, more than 9.99% of the Issuer’s then outstanding Shares
(the “Beneficial Ownership Limitation”). As of the close of business on March 10, 2022, the Beneficial Ownership Limitation
limits the aggregate conversion of Series A Preferred Stock by ETFS to 0 out of the 14,750,000 Shares underlying the Series A Preferred
Stock held by ETFS.
| (a) | As of the close of business on March 10, 2022, ETFS directly beneficially owned 15,250,000 Shares. |
Percentage: Approximately
10.5%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 15,250,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 15,250,000 |
| (c) | ETFS has not entered into any transactions in the Issuer’s securities during the past sixty days. |
| (a) | Mr. Tuckwell, as the Chairman and controlling shareholder of ETFS, may be deemed the beneficial owner
of the 15,250,000 Shares. |
Percentage: Approximately
10.5%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 15,250,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 15,250,000 |
| (c) | Mr. Tuckwell has not entered into any transactions in the Issuer’s securities during the past sixty
days. |
| (a) | Lion Point Capital, as the investment manager to the Lion Point Account, may be deemed the beneficial
owner of 4,521,979 Shares. |
Percentage: Approximately
3.1%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,521,979
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,521,979 |
| (c) | The transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are
set forth on Schedule A and incorporated herein by reference. |
| (a) | Lion Point Holdings, as the general partner of Lion Point Capital, may be deemed the beneficial owner
of 4,521,979 Shares. |
Percentage: Approximately
3.1%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,521,979
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,521,979 |
| (c) | The transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are
set forth on Schedule A and incorporated herein by reference. |
| (a) | Mr. Cederholm, as a Manager and Member of Lion Point Holdings, may be deemed the beneficial owner of 4,521,979
Shares. |
Percentage: Approximately
3.1%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,521,979
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,521,979 |
| (c) | The transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are
set forth on Schedule A and incorporated herein by reference. |
Each of the Reporting Persons
may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange
Act, and such group may be deemed to beneficially own the 19,771,979 shares of Common Stock owned in the aggregate by all of the Reporting
Persons. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own and except to the extent
of his or its pecuniary interest therein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
On March 8, 2022, the Reporting
Persons entered into the Group Agreement pursuant to which, the parties thereto agreed, among other things: (a) to the extent required
by applicable law, to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer,
(b) to solicit proxies or written consents for the election of the persons nominated by the Reporting Persons to the Board at the 2022
Annual Meeting (the “Solicitation”), (c) to provide notice to ETFS’ legal counsel of all trading in the securities of
the Issuer, and (d) ETFS agreed to bear all expenses incurred in connection with the Reporting Persons’ activities in connection
with the Solicitation, subject to certain limitations. The above description of the Group Agreement does not purport to be complete and
is qualified in its entirety to by reference to the full text of the Group Agreement, which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibit:
| 99.1 | Group Agreement, dated March 8, 2022. |
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 10, 2022
|
ETFS Capital Limited |
|
|
|
|
|
By: |
/s/ Graham Tuckwell |
|
|
Name: |
Graham Tuckwell |
|
|
Title: |
Chairman |
|
|
|
|
|
/s/ Graham Tuckwell |
|
Graham Tuckwell |
|
Lion Point Capital, LP |
|
|
|
By: |
Lion Point Holdings GP, LLC,
its General Partner |
|
|
|
|
By: |
/s/ Didric Cederholm |
|
|
Name: |
Didric Cederholm |
|
|
Title: |
Manager and Member |
|
Lion Point Holdings GP, LLC |
|
|
|
|
|
By: |
/s/ Didric Cederholm |
|
|
Name: |
Didric Cederholm |
|
|
Title: |
Manager and Member |
|
|
|
|
|
/s/ Didric Cederholm |
|
Didric Cederholm |
SCHEDULE A
Transactions in Securities of the Issuer
During the Past Sixty Days
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase/Sale |
LION POINT CAPITAL, LP
(On Behalf of the Lion Point Account)
Purchase of Common Stock |
100,000 |
6.4499 |
01/10/2022 |
Purchase of Common Stock |
10,178 |
6.3699 |
01/10/2022 |
Purchase of Common Stock |
9,379 |
6.4278 |
01/11/2022 |
Purchase of Common Stock |
12,956 |
6.4900 |
01/11/2022 |
Purchase of Common Stock |
150,000 |
6.4278 |
01/12/2022 |
Purchase of Common Stock |
75,000 |
6.4289 |
01/13/2022 |
Purchase of Common Stock |
50,000 |
6.4849 |
01/13/2022 |
Purchase of Common Stock |
100,000 |
6.3750 |
01/14/2022 |
Purchase of Common Stock |
100,000 |
6.1614 |
01/19/2022 |
Purchase of Common Stock |
93,703 |
6.0882 |
01/19/2022 |
Purchase of Common Stock |
150,000 |
6.1370 |
01/19/2022 |
Purchase of Common Stock |
83,810 |
6.1008 |
01/20/2022 |
Purchase of Common Stock |
50,000 |
6.0898 |
01/20/2022 |
Purchase of Common Stock |
200,000 |
5.8892 |
01/21/2022 |
Purchase of Common Stock |
137,746 |
5.8665 |
01/21/2022 |
Purchase of Common Stock |
100,000 |
5.6432 |
01/24/2022 |
Purchase of Common Stock |
161,098 |
5.7079 |
01/24/2022 |
Purchase of Common Stock |
88,793 |
5.7143 |
01/25/2022 |
Purchase of Common Stock |
15,375 |
5.7071 |
01/25/2022 |
Purchase of Common Stock |
11,134 |
5.8262 |
01/26/2022 |
Purchase of Common Stock |
18,314 |
5.8692 |
01/26/2022 |
Purchase of Common Stock |
100,000 |
5.8090 |
02/17/2022 |
Purchase of Common Stock |
100,000 |
5.7907 |
02/17/2022 |
Purchase of Common Stock |
150,000 |
5.8095 |
02/17/2022 |
Purchase of Common Stock |
150,000 |
5.8029 |
02/17/2022 |
Purchase of Common Stock |
50,000 |
5.7396 |
02/18/2022 |
Purchase of Common Stock |
50,000 |
5.6664 |
02/18/2022 |
Purchase of Common Stock |
50,000 |
5.6498 |
02/18/2022 |
Purchase of Common Stock |
50,000 |
5.5402 |
02/22/2022 |
Purchase of Common Stock |
25,000 |
5.5604 |
02/22/2022 |
Purchase of Common Stock |
25,000 |
5.5696 |
02/22/2022 |
Purchase of Common Stock |
250,000 |
5.6458 |
02/23/2022 |
Purchase of Common Stock |
100,000 |
5.3150 |
02/24/2022 |
Purchase of Common Stock |
100,000 |
5.5350 |
02/24/2022 |
Purchase of Common Stock |
70,424 |
5.3151 |
02/24/2022 |
Purchase of Common Stock |
100,000 |
5.7650 |
02/25/2022 |
Purchase of Common Stock |
100 |
5.6600 |
02/28/2022 |
Purchase of Common Stock |
150,000 |
5.6659 |
02/28/2022 |
Purchase of Common Stock |
50,000 |
5.6798 |
02/28/2022 |
Purchase of Common Stock |
179,476 |
5.4751 |
03/01/2022 |
Purchase of Common Stock |
31,954 |
5.1873 |
03/04/2022 |
Purchase of Common Stock |
47,925 |
5.1999 |
03/04/2022 |
Purchase of Common Stock |
100,000 |
5.1955 |
03/04/2022 |
Purchase of Common Stock |
107,538 |
5.1641 |
03/07/2022 |
Purchase of Common Stock |
2,102 |
5.2256 |
03/08/2022 |
Purchase of Common Stock |
100,000 |
5.2256 |
03/08/2022 |