Post by icemandios on Apr 13, 2018 13:34:48 GMT
As of April 9, 2018, LPC Fund owned, directly, the following securities of the Issuer: (i) 393,552 shares of outstanding Common Stock, after giving effect to the Issuer’s public offering of Common Stock and concurrent private placement of warrants to purchase Common Stock on April 9, 2018 to certain investors, including LPC Fund; (ii) a warrant to purchase up to 283,239 shares of Common Stock, subject to a 9.99% beneficial ownership cap, acquired by LPC Fund in the Issuer’s private placement of warrants to purchase Common Stock on April 9, 2018 (the “April 2018 Warrant”); (iii) a warrant to purchase up to 222,223 shares of Common Stock, subject to a 4.99% beneficial ownership cap (which, by notice to the Issuer dated April 10, 2018, LPC Fund has elected to increase from 4.99% to 9.99%, effective 61 days after such notice date), acquired by LPC Fund in December 2017 (the “December 2017 Warrant”); and (iv) a warrant to purchase up to 6,250 shares of Common Stock, subject to a 4.99% beneficial ownership cap (which, by notice to the Issuer dated April 10, 2018, LPC Fund has elected to increase from 4.99% to 9.99%, effective 61 days after such notice date), acquired by LPC Fund in June 2015 (the “June 2015 Warrant” which, collectively with the April 2018 Warrant and the December 2017 Warrant, the “Warrants”).
Accordingly, as of April 9, 2018, LPC Fund directly beneficially owned an aggregate of approximately 428,638 shares of Common Stock, consisting of: (i) 393,552 shares of outstanding Common Stock, after giving effect to the Issuer’s public offering of Common Stock and concurrent private placement of warrants to purchase Common Stock on April 9, 2018 to certain investors, including LPC Fund; and (ii) 35,448 shares of Common Stock, representing the approximate maximum number of shares of Common Stock that may be acquired by LPC Fund as of April 9, 2018 upon exercise of the April 2018 Warrant without exceeding the 9.99% beneficial ownership limitation on the exercise of such warrant contained therein.
www.sec.gov/Archives/edgar/data/1533040/000114420418020342/tv490988_sc13g.htm
SCHEDULE 13G
CUSIP NO. 74979C808 Page 11 of 13
Due to the number of shares of outstanding Common Stock owned by LPC Fund as of April 9, 2018, which represented approximately 9.25% of the then outstanding shares of Common Stock, after giving effect to the Issuer’s public offering of Common Stock and concurrent private placement of warrants to purchase Common Stock on April 9, 2018 to certain investors, including LPC Fund, neither the December 2017 Warrant nor the June 2015 Warrant were exercisable by LPC Fund as of April 9, 2018, due to the 4.99% beneficial ownership limitations on the exercise of such warrants that were then in effect (which will remain in effect until the election to increase such percentage beneficial ownership limitation to 9.99% made by LPC Fund on April 10, 2018 becomes effective).
LPC is the Managing Member of LPC Fund. RCC and Alex Noah are the Managing Members of LPC. Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC. Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly by LPC Fund.
Pursuant to Section 13(d) of the Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer held directly by LPC Fund.
Pursuant to Rule 13d-4 of the Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the shares of Common Stock of the Issuer held directly by LPC Fund.
Accordingly, as of April 9, 2018, LPC Fund directly beneficially owned an aggregate of approximately 428,638 shares of Common Stock, consisting of: (i) 393,552 shares of outstanding Common Stock, after giving effect to the Issuer’s public offering of Common Stock and concurrent private placement of warrants to purchase Common Stock on April 9, 2018 to certain investors, including LPC Fund; and (ii) 35,448 shares of Common Stock, representing the approximate maximum number of shares of Common Stock that may be acquired by LPC Fund as of April 9, 2018 upon exercise of the April 2018 Warrant without exceeding the 9.99% beneficial ownership limitation on the exercise of such warrant contained therein.
www.sec.gov/Archives/edgar/data/1533040/000114420418020342/tv490988_sc13g.htm
SCHEDULE 13G
CUSIP NO. 74979C808 Page 11 of 13
Due to the number of shares of outstanding Common Stock owned by LPC Fund as of April 9, 2018, which represented approximately 9.25% of the then outstanding shares of Common Stock, after giving effect to the Issuer’s public offering of Common Stock and concurrent private placement of warrants to purchase Common Stock on April 9, 2018 to certain investors, including LPC Fund, neither the December 2017 Warrant nor the June 2015 Warrant were exercisable by LPC Fund as of April 9, 2018, due to the 4.99% beneficial ownership limitations on the exercise of such warrants that were then in effect (which will remain in effect until the election to increase such percentage beneficial ownership limitation to 9.99% made by LPC Fund on April 10, 2018 becomes effective).
LPC is the Managing Member of LPC Fund. RCC and Alex Noah are the Managing Members of LPC. Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC. Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly by LPC Fund.
Pursuant to Section 13(d) of the Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer held directly by LPC Fund.
Pursuant to Rule 13d-4 of the Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the shares of Common Stock of the Issuer held directly by LPC Fund.