CUSIP No.: 294100102
1
|
Name
of Reporting Person
Roumell
Asset Management, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
52-2145132
|
2
|
Check
the Appropriate Box if a Member of a Group
☐ (a)
☐ (b)
|
3
|
SEC
Use Only
|
4
|
Source
of Funds
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
6
|
Citizenship
or Place of Organization
Maryland
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7
|
Sole
Voting Power
2,702,559
(1)
|
8
|
Shared
Voting Power
58,670 (2)
|
9
|
Sole
Dispositive Power
2,702,559
(1)
|
10
|
Shared
Dispositive Power
58,670 (2)
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,761,229
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
5.8%
|
14
|
Type
of Reporting Person
IA
|
|
(1)
|
These
shares are deemed to be owned beneficially by RAM solely as a result of its discretionary
power over such shares as investment adviser to the Roumell Opportunistic Value Fund
(the “Fund”).
|
|
(2)
|
These
shares are deemed to be owned beneficially by RAM solely as a result of its discretionary
power over such shares as investment adviser to its clients.
|
CUSIP No.: 294100102
1
|
Name
of Reporting Person
James
C. Roumell
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
2
|
Check
the Appropriate Box if a Member of a Group
☐ (a)
☐ (b)
|
3
|
SEC
Use Only
|
4
|
Source
of Funds
PF
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
6
|
Citizenship
or Place of Organization
United
States
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7
|
Sole
Voting Power
2,702,559
(1)
|
8
|
Shared
Voting Power
58,670 (2)
|
9
|
Sole
Dispositive Power
2,702,559
(1)
|
10
|
Shared
Dispositive Power
58,670 (2)
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,761,229
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
5.8%
|
14
|
Type
of Reporting Person
IN
|
|
(1)
|
Includes
2,702,559 shares of Common Stock held by the Fund. Mr. Roumell is President of RAM and
holds a controlling percentage of its outstanding voting securities and, as a result
of his position with and ownership of securities of RAM, Mr. Roumell could be deemed
the beneficial owner of the shares beneficially owned by the Fund.
|
|
(2)
|
These
shares are deemed to be owned beneficially by RAM solely as a result of its discretionary
power over such shares as investment adviser to its clients. Mr. Roumell is President
of RAM and holds a controlling percentage of its outstanding voting securities and, as
a result of his position with and ownership of securities of RAM, Mr. Roumell could be
deemed the beneficial owner of the shares beneficially owned by RAM.
|
CUSIP No.: 294100102
1
|
Name
of Reporting Person
Matthew
M. Loar
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
2
|
Check
the Appropriate Box if a Member of a Group
☐ (a)
☐ (b)
|
3
|
SEC
Use Only
|
4
|
Source
of Funds
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
6
|
Citizenship
or Place of Organization
USA
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power
0
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power
0
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
0%
|
14
|
Type
of Reporting Person
IN
|
CUSIP No.: 294100102
1
|
Name
of Reporting Person
Edward
Terino
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
2
|
Check
the Appropriate Box if a Member of a Group
☐ (a)
☐ (b)
|
3
|
SEC
Use Only
|
4
|
Source
of Funds
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
6
|
Citizenship
or Place of Organization
USA
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power
0
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power
0
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
0%
|
14
|
Type
of Reporting Person
IN
|
CUSIP No.: 294100102
The
following constitutes Amendment No. 13 to the Schedule 13D filed by the undersigned (“Amendment No. 13”). This Amendment
No. 13 amends, supplements and to the extent inconsistent with, supersedes the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on November 27, 2020, as amended by Amendment No. 1 filed with the SEC on December 4, 2020,
Amendment No. 2 filed with the SEC on December 7, 2020, Amendment No. 3 filed with the SEC on December 8, 2020, Amendment No.
4 filed with the SEC on December 14, 2020, Amendment No. 5 filed with the SEC on December 18, 2020, Amendment No. 6 filed with
the SEC on December 21, 2020, Amendment No. 7 filed with the SEC on December 22, 2020, Amendment No. 8 filed with the SEC on December
23, 2020, Amendment No. 9 filed with the SEC on December 29, 2020, Amendment No. 10 filed with the SEC on December 30, 2020, Amendment
No. 11 filed with the SEC on December 31, 2020 and Amendment No. 12 with the SEC on January 5, 2021 (as amended, the “Schedule
13D”).
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
|
Item 3 is hereby amended and restated as follows:
RAM is a registered investment adviser under
the Investment Advisers Act of 1940. RAM directed client accounts as to which it had discretionary authority to purchase, for the
clients’ benefit and in the clients’ names (or in street name), 58,670 shares of Common Stock and in most instances,
has voting power over such shares. The aggregate purchase price of the 58,670 shares of Common Stock beneficially owned by RAM
was $135,182.26, inclusive of brokerage commissions. The sources of funding for these purchases were individual client funds.
RAM is the sole investment advisor to the Roumell
Opportunistic Value Fund (the “Fund”), an investment company registered under the Investment Company Act of 1940. As
investment advisor to the Fund, RAM caused the Fund to purchase 2,702,559 shares of Common Stock of the Issuer. The aggregate purchase
price of the 2,702,559 shares of Common Stock beneficially owned by the Fund was $6,250,859.84, inclusive of brokerage commissions.
The sources of funding for these purchases were proceeds from the sale of Fund shares.
Mr. Roumell does not directly own any Common
Stock.
|
ITEM
4.
|
PURPOSE
OF TRANSACTION:
|
Item
4 is hereby amended and supplemented as follows:
On
January 14, 2021, RAM delivered a letter (the “January 14 Letter”) to Mary Tagliaferri, M.D. and Ian Walters, M.D.,
in their capacity as non-executive independent directors of the Issuer, requesting the opportunity to discuss the voting results
of the Annual Meeting, as well as the Nominees and RAM’s other business proposals. The January 14 Letter acknowledged that
Dr. Rabbani, who did not receive a majority of votes cast at the Annual Meeting, conditionally tendered his resignation to the
Board, which the Board has 90 days to consider and determine appropriate action. RAM encouraged Drs. Tagliaferri and Walters to
abide by the will of the Issuer’s shareholders and promptly accept Dr. Rabbani’s
resignation. A copy of the January 14 Letter is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER:
|
Item 5 is hereby amended and restated
as follows:
The aggregate percentage of shares of Common
Stock reported owned by each person named herein is based upon 47,895,050 shares of Common Stock outstanding, as of December 1,
2020, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form
10-Q for the fiscal quarter ended October 31, 2020 filed with the SEC on December 11, 2020.
|
(a)
|
As of the close of business on January 14, 2021, RAM beneficially owned 2,761,229 shares of Common Stock, including 1,000 shares of Common Stock directly owned by RAM.
|
Percentage: Approximately 5.8%
|
(b)
|
1. Sole power to vote or direct vote: 2,702,559
|
2. Shared power to vote or direct vote: 58,670
3. Sole power to dispose or direct the disposition: 2,702,559
4. Shared power to dispose or direct the disposition:
58,670
|
(c)
|
The transactions in the shares of Common Stock following the filing of Amendment No. 12 are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on January 14, 2021, RAM beneficially owned 2,761,229 shares of Common Stock which Mr. Roumell, as President of RAM, may be deemed to beneficially own.
|
Percentage: Approximately 5.8%
|
(b)
|
1. Sole power to vote or direct vote: 2,702,559
|
2. Shared power to vote or direct vote: 58,670
3. Sole power to dispose or direct the disposition: 2,702,559
4. Shared power to dispose or direct the disposition:
58,670
|
(c)
|
Mr. Roumell has not participated in any transaction in the shares of Common Stock following the filing of Amendment No. 12.
|
|
(a)
|
As of the close of business on January 14, 2021, Mr. Loar did not directly own any shares of Common Stock.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
0
|
(c)
|
Mr. Loar has not participated in any transaction in the shares of
Common Stock following the filing of Amendment No. 12.
|
|
(a)
|
As of the close of business on January 14, 2021, Mr. Terino did not directly own any shares of Common Stock.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
0
|
(c)
|
Mr. Terino has not participated in any transaction in the shares of Common Stock following the filing of Amendment No. 12.
|
As of the close of business on January 14,
2021, the Reporting Persons collectively beneficially owned an aggregate of 2,761,229 shares of Common Stock, constituting approximately
5.8% of the shares of Common Stock outstanding.
(d) RAM advisory clients
have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the 58,670 shares of Common
Stock. Investors in the Fund have the right to receive or direct the receipt of dividends from the 2,702,559 shares of Common Stock,
but proceeds from the sale of such shares become assets of the Fund.
(e) Not applicable.
|
ITEM
7.
|
MATERIALS
TO BE FILED AS EXHIBITS:
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CUSIP No.: 294100102
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
January
15, 2021
|
James C. Roumell
|
|
|
|
By:
|
/s/
James C. Roumell, by Craig L. Lukin, attorney-in-fact,
|
|
|
pursuant to a Power of Attorney previously filed
|
|
Name:
|
James
C. Roumell
|
|
|
|
January
15, 2021
|
Roumell Asset Management, LLC
|
|
|
|
|
By:
|
/s/
James C. Roumell, by Craig L. Lukin, attorney-in-fact,
|
|
|
pursuant to a Power of Attorney previously filed
|
|
Name:
|
James
C. Roumell
|
|
Title:
|
President
|
|
|
|
January
15, 2021
|
Matthew M. Loar
|
|
|
|
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By:
|
/s/
Matthew M. Loar
|
|
Name:
|
Matthew
M. Loar
|
|
|
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January
15, 2021
|
Edward Terino
|
|
|
|
|
By:
|
/s/
Edward Terino
|
|
Name:
|
Edward Terino
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SCHEDULE A
Transactions in shares of Common Stock
Following the Filing of Amendment No. 12
Shares of Common Stock Purchase / Sold
|
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Price Per Share
|
|
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Date of Purchase / Sale
|
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ROUMELL ASSET MANAGEMENT, LLC1
|
8,250 (Sold)
|
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$
|
2.57
|
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1/11/2021
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1
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Consists of shares purchased by RAM on behalf of its client advisory accounts to accommodate client-requested account liquidations or transfers for client tax planning and other personal purposes, and all transactions were conducted in the open market for cash. Prices do not reflect brokerage commissions paid.
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9