Post by icemandios on May 8, 2019 13:13:03 GMT
Item 4. Purpose of Transaction.
The 20,534,898 shares of Common Stock held by the Reporting Persons were acquired for investment purposes in the ordinary course of the Reporting Persons’ investment activities. In addition, the Issuer granted Mr. Wang options to purchase 37,500 shares in connection with Mr. Wang’s appointment to the Issuer’s Board of Directors on September 19, 2017.
The Reporting Persons intend to closely evaluate the performance of the Issuer, including, but not limited to, its share price, business, assets, operations, financial condition, capital structure, management’s performance and prospects of the Issuer. In addition, the Reporting Persons reserve the right to, without limitation, acquire additional Common Stock, dispose of all or some of the Common Stock they currently hold from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Common Stock. Further, the Reporting Persons reserve the right to revise their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies, market conditions, and subsequent developments affecting the Issuer. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to the Issuer’s management, the Issuer’s Board of Directors, the Issuer’s shareholders and others.
The Reporting Persons have no plans or proposals as of the date of this filing which, other than as set forth above, relate to, or would result in, any of the actions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Company.
(a)-(b)
As of the date hereof, Puissance Cross-Border Opportunities may be deemed to be the beneficial owner of 20,534,898 shares of Common Stock, representing approximately 30.3%(1) of the total issued and outstanding shares of Common Stock. Puissance Cross-Border Opportunities has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 20,534,898 shares of Common Stock. Puissance Cross-Border Opportunities has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 20,534,898 shares of Common Stock.
As of the date hereof, Puissance GP may be deemed to be the beneficial owner of 20,534,898 shares of Common Stock, representing approximately 30.3%(1) of the total issued and outstanding shares of Common Stock. Puissance GP has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 20,534,898 shares of Common Stock. Puissance GP has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 20,534,898 shares of Common Stock.
The 20,534,898 shares of Common Stock held by the Reporting Persons were acquired for investment purposes in the ordinary course of the Reporting Persons’ investment activities. In addition, the Issuer granted Mr. Wang options to purchase 37,500 shares in connection with Mr. Wang’s appointment to the Issuer’s Board of Directors on September 19, 2017.
The Reporting Persons intend to closely evaluate the performance of the Issuer, including, but not limited to, its share price, business, assets, operations, financial condition, capital structure, management’s performance and prospects of the Issuer. In addition, the Reporting Persons reserve the right to, without limitation, acquire additional Common Stock, dispose of all or some of the Common Stock they currently hold from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Common Stock. Further, the Reporting Persons reserve the right to revise their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies, market conditions, and subsequent developments affecting the Issuer. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to the Issuer’s management, the Issuer’s Board of Directors, the Issuer’s shareholders and others.
The Reporting Persons have no plans or proposals as of the date of this filing which, other than as set forth above, relate to, or would result in, any of the actions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Company.
(a)-(b)
As of the date hereof, Puissance Cross-Border Opportunities may be deemed to be the beneficial owner of 20,534,898 shares of Common Stock, representing approximately 30.3%(1) of the total issued and outstanding shares of Common Stock. Puissance Cross-Border Opportunities has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 20,534,898 shares of Common Stock. Puissance Cross-Border Opportunities has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 20,534,898 shares of Common Stock.
As of the date hereof, Puissance GP may be deemed to be the beneficial owner of 20,534,898 shares of Common Stock, representing approximately 30.3%(1) of the total issued and outstanding shares of Common Stock. Puissance GP has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 20,534,898 shares of Common Stock. Puissance GP has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 20,534,898 shares of Common Stock.
As of the date hereof, Puissance Capital Management may be deemed to be the beneficial owner of 20,534,898 shares of Common Stock, representing approximately 30.3%(1) of the total issued and outstanding shares of Common Stock. Puissance Capital Management has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 20,534,898 shares of Common Stock. Puissance Capital Management has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 20,534,898 shares of Common Stock.
As of the date hereof, Puissance Capital Management GP may be deemed to be the beneficial owner of 20,534,898 shares of Common Stock, representing approximately 30.3%(1) of the total issued and outstanding shares of Common Stock. Puissance Capital Management GP has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 20,534,898 shares of Common Stock. Puissance Capital Management GP has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 20,534,898 shares of Common Stock.
As of the date hereof, Mr. Wang may be deemed to be the beneficial owner of 20,632,577 shares of Common Stock, representing approximately 30.5%(1) of the total issued and outstanding shares of Common Stock. Mr. Wang has the sole power to vote or direct the vote of 97,679 shares of Common Stock and the shared power to vote or direct the vote of 20,534,898 shares of Common Stock. Mr. Wang has the sole power to dispose or direct the disposition of 97,679 shares of Common Stock and the shared power to dispose or direct the disposition of 20,534,898 shares of Common Stock.
(c)
On September 11, 2017, Puissance Cross-Border Opportunities purchased 20,572,398 shares of Common Stock at a price of $1.00 per share in a private placement in connection with the Issuer’s rights offering. In connection with Mr. Wang’s appointment to the Issuer’s Board of Directors on September 19, 2017, the Issuer granted Mr. Wang options to purchase 37,500 shares of Common Stock at an exercise price of $1.15 per share, which is equal to the closing sales price per share of the Common Stock on the Nasdaq Capital Market on the date of grant. The options vest in yearly installments over four years. On August 3, 2018, the Issuer granted Mr. Wang 19,179 shares of common stock and options to purchase 41,000 shares at an exercise price of $1.79 per share. No other transactions in the Common Stock were effected by the Reporting Persons within the past 60 days.
(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it individually.
(e)
Not applicable.
(1)
Based on 67,669,227 shares of Common Stock outstanding as of April 29, 2019, based on the Current Report on 10-Q filed by the Issuer on May 1, 2019.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
On July 19, 2017, Puissance Cross-Border Opportunities and the Issuer entered into a purchase agreement (the “Purchase Agreement”) pursuant to which Puissance Cross-Border Opportunities agreed to purchase shares of Common Stock in connection with a rights offering conducted by the Issuer at a subscription price of $1.00 per share. Under the terms of the Purchase Agreement, Puissance Cross-Border Opportunities agreed to purchase, at the same $1.00 subscription price of the rights offering, any unsubscribed shares of Common Stock following the exercise of the basic subscription rights of all other holders of the Issuer’s shares of Common Stock as of the rights offering record date. Notwithstanding the number of shares of Common Stock purchased by all other holders upon the exercise of the basic subscription rights in the rights offering, the aggregate number of shares of Common Stock purchased by Puissance Cross-Border Opportunities was subject to a cap such that Puissance Cross-Border Opportunities would not own more than 40% of the Issuer’s issued and outstanding shares of Common Stock following the proposed rights offering. The Purchase Agreement is attached hereto as Exhibit A.
www.sec.gov/Archives/edgar/data/1549084/000171778119000001/sc13da.htm
As of the date hereof, Mr. Wang may be deemed to be the beneficial owner of 20,632,577 shares of Common Stock, representing approximately 30.5%(1) of the total issued and outstanding shares of Common Stock. Mr. Wang has the sole power to vote or direct the vote of 97,679 shares of Common Stock and the shared power to vote or direct the vote of 20,534,898 shares of Common Stock. Mr. Wang has the sole power to dispose or direct the disposition of 97,679 shares of Common Stock and the shared power to dispose or direct the disposition of 20,534,898 shares of Common Stock.
(c)
On September 11, 2017, Puissance Cross-Border Opportunities purchased 20,572,398 shares of Common Stock at a price of $1.00 per share in a private placement in connection with the Issuer’s rights offering. In connection with Mr. Wang’s appointment to the Issuer’s Board of Directors on September 19, 2017, the Issuer granted Mr. Wang options to purchase 37,500 shares of Common Stock at an exercise price of $1.15 per share, which is equal to the closing sales price per share of the Common Stock on the Nasdaq Capital Market on the date of grant. The options vest in yearly installments over four years. On August 3, 2018, the Issuer granted Mr. Wang 19,179 shares of common stock and options to purchase 41,000 shares at an exercise price of $1.79 per share. No other transactions in the Common Stock were effected by the Reporting Persons within the past 60 days.
(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it individually.
(e)
Not applicable.
(1)
Based on 67,669,227 shares of Common Stock outstanding as of April 29, 2019, based on the Current Report on 10-Q filed by the Issuer on May 1, 2019.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
On July 19, 2017, Puissance Cross-Border Opportunities and the Issuer entered into a purchase agreement (the “Purchase Agreement”) pursuant to which Puissance Cross-Border Opportunities agreed to purchase shares of Common Stock in connection with a rights offering conducted by the Issuer at a subscription price of $1.00 per share. Under the terms of the Purchase Agreement, Puissance Cross-Border Opportunities agreed to purchase, at the same $1.00 subscription price of the rights offering, any unsubscribed shares of Common Stock following the exercise of the basic subscription rights of all other holders of the Issuer’s shares of Common Stock as of the rights offering record date. Notwithstanding the number of shares of Common Stock purchased by all other holders upon the exercise of the basic subscription rights in the rights offering, the aggregate number of shares of Common Stock purchased by Puissance Cross-Border Opportunities was subject to a cap such that Puissance Cross-Border Opportunities would not own more than 40% of the Issuer’s issued and outstanding shares of Common Stock following the proposed rights offering. The Purchase Agreement is attached hereto as Exhibit A.
www.sec.gov/Archives/edgar/data/1549084/000171778119000001/sc13da.htm