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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $ 1.5 | 06/14/2017(3) | 06/14/2022 | Common Stock | 2,000,000 | 2,000,000 | D (1) | ||||||||
Warrants | $ 0.32 | 04/17/2018(4) | 04/17/2023 | Common Stock | 15,937,500 | 15,937,500 | D (1) | ||||||||
Warrants | $ 0.32 | 04/17/2018(4) | 04/17/2023 | Common Stock | 0 | 15,937,500 | I | See Footnote (2) | |||||||
Warrants | $ 0.32 | 04/17/2018(4) | 04/17/2023 | Common Stock | 0 | 15,937,500 | I | See Footnote (2) | |||||||
Series C Convertible Peferred Stock | $ 0.32 | 04/17/2018(5) | (5) | Common Stock | 12,787,500 | 12,787,500 | D (1) | ||||||||
Series C Convertible Preferred Stock | $ 0.32 | 04/17/2018(5) | (5) | Common Stock | 0 | 12,787,500 | I | See Footnote (2) | |||||||
Series C Convertible Preferred Stock | $ 0.32 | 04/17/2018(5) | (5) | Common Stock | 0 | 12,787,500 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10022 |
X | |||
Armistice Capital Master Fund Ltd. 510 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10022 |
X | |||
Boyd Steven 510 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10022 |
X |
Armistice Capital, LLC, By: /s/ Steven Boyd, Managing Member | 04/18/2018 | |
**Signature of Reporting Person | Date | |
Armistice Capital Master Fund, Ltd., By:/s/ Steven Boyd, Director | 04/18/2018 | |
**Signature of Reporting Person | Date | |
/s/ Steven Boyd | 04/18/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reported securities are directly owned by Armistice Capital Master Fund, Ltd. In respect of the 2,000,000 warrants being reported with a $1.50 exercise price, this Amendment to the Form 4 filed by the Reporting Persons on April 17, 2018 is to clarify that Armistice Capital Master Fund, Ltd. is the direct owner of such warrants. |
(2) | The reported securities are directly owned by Armistice Capital Master Fund, Ltd., a Cayman Islands corporation, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund, Ltd. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC and Director of Armistice Capital Master Fund, Ltd. |
(3) | These warrants are currently exercisable, subject to a blocker provision that prevents Armistice Capital Master Fund, Ltd. from exercising the warrants if it would be more than a 4.99% beneficial owner of the Common Shares following such exercise. |
(4) | This Amendment to the Form 4 filed by the Reporting Persons on April 17, 2018 is to correct improper footnote references in that filing in respect of these reported warrants. These warrants are currently exercisable, subject to a blocker provision that prevents Armistice Capital Master Fund, Ltd. from exercising the warrants if it would be more than a 9.99% beneficial owner of the Common Shares following such exercise. |
(5) | This Amendment to the Form 4 filed by the Reporting Persons on April 17, 2018 is to report the Reporting Persons' ownership of Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock has no expiration date and is convertible at any time at the option of Armistice Capital Master Fund, Ltd., subject to a blocker provision that prevents Armistice Capital Master Fund, Ltd. from converting the Series C Convertible Preferred Stock into Common Shares if it would be more than a 4.99% beneficial owner of the Common Shares following such conversion. |
Remarks: Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |