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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 | ||||||||
| Senior Convertible Secured Debentures | $ 3.75 | 11/17/2016 | A | 250,000 | (3) | (3) | Common Stock | 250,000 (4) | $ 3.75 | 250,000 | D | ||||
| Senior Convertible Secured Debentures | $ 3.75 | 06/21/2017 | C | 140,909 | (3) | (3) | Common Stock | 140,909 | $ 3.75 | 109,091 | D | ||||
| Senior Convertible Secured Debentures | $ 3.75 | 06/21/2017 | C | 375,758 | (5) | (5) | Common Stock | 375,758 | $ 3.75 | 290,909 | D | ||||
| Series A Convertible Preferred Stock | $ 0 | 06/21/2017 | C | 1,117,480 | (6) | (6) | Common Stock | 1,117,480 | $ 0 | 0 | D | ||||
| Stock Option (right to buy) | $ 3 | 12/28/2016 | A(7) | 33,334 | (8) | 10/31/2026 | Common Stock | 33,334 | $ 0 | 33,334 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Hillair Capital Investments LP C/O HILLAIR CAPITAL MANAGEMENT LLC 345 LORTON AVENUE, SUITE 303 BURLINGAME, CA 94010 |
X | |||
| Hillair Capital Management LLC C/O HILLAIR CAPITAL MANAGEMENT LLC 345 LORTON AVENUE, SUITE 303 BURLINGAME, CA 94010 |
X | |||
| McAvoy Sean M C/O HILLAIR CAPITAL MANAGEMENT LLC 345 LORTON AVENUE, SUITE 303 BURLINGAME, CA 94010 |
X | X | ||
| Hillair Capital Investments L.P., /s/ Sean M. McAvoy, Authorized Signatory | 06/23/2017 | |
| **Signature of Reporting Person | Date | |
| Hillair Capital Management LLC, /s/ Sean M. McAvoy, Authorized Signatory | 06/23/2017 | |
| **Signature of Reporting Person | Date | |
| /s/ Sean M. McAvoy | 06/23/2017 | |
| **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) | In connection with the issuer's public offering of common stock, a portion of each of the June 2016 and November 2016 Senior Convertible Secured Debentures, as described herein, were converted into common stock at a conversion ratio of 3.75:1 in an aggregate amount of 516,667 shares. |
| (2) | The securities reported herein are owned directly by Hillair Capital Investments L.P., a Cayman Islands limited partnership ("Hillair Capital"), and indirectly by Hillair Capital Management LLC ("Hillair Management"), as the investment advisor of Hillair Capital, and Sean M. McAvoy, as the manager of Hillair Management. Hillair Management disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
| (3) | The November 2016 Senior Convertible Secured Debenture became convertible on November 17, 2016 and expires on June 30, 2018, in the amount of $937,500 in principal amount plus any accrued and unpaid interest. |
| (4) | The number of underlying shares of common stock reported in Column 7 reflects a 3-for-1 reverse stock split of the issuer's common stock and preferred stock effected on February 28, 2017. |
| (5) | As previously reported by Hillair Capital, the June 2016 Senior Convertible Secured Debenture became convertible on June 30, 2016 and expires on June 30, 2018, in the amount of $2,500,000 in principal amount plus any accrued and unpaid interest. |
| (6) | As previously reported by Hillair Capital, the Series A Convertible Preferred Stock became convertible on June 30, 2016 and had a perpetual duration. In connection with the issuer's public offering of common stock, the Series A Convertible Preferred Stock converted into common stock at a conversion ratio of 1:1. |
| (7) | The options, issued pursuant to the issuer's Stock Option Plan, were transferred to Hillair Capital from Neal Kaufman and Sean McAvoy, current directors of the issuer (collectively, the "Transferors"), on December 28, 2016. Each of Messrs. Kaufman and McAvoy transferred 16,667 options to Hillair Capital. |
| (8) | Each of the options, originally reported by the Transferors on November 3, 2016, vests in equal installments of 4,167 underlying shares of common stock on the last day of each fiscal quarter following the date of original grant until the options are 100% vested. |
| (9) | On June 21, 2017, Hillair Capital transferred 815,000 shares to certain non-affiliate limited partners as a distribution in kind. |