The percentage of shares owned prior to and after the offering is based on 23,546,971 of our Common Shares outstanding as of May 29, 2020.
Common Shares Beneficially Owned Prior to the Offering
| Common Shares Beneficially Owned Prior to the Offering
|
| Number of Common Shares Registered Hereby
|
| Common Shares Beneficially Owned After the Offering |
|
|
| Number |
| for Sale
| | Number
| | Empery Asset Master, LTD(1) | 497,733 |
| 362,585 |
| 135,148 |
| * |
| Empery Tax Efficient II, LP(2) | 1,094,950 |
| 894,098 |
| 200,852 |
| * |
| Empery Tax Efficient, LP(3) | 68,317 |
| 68,317 |
| - |
| - |
| Armistice Capital Master Fund Ltd.(4) | 3,739,130 |
| 3,739,130 |
| - |
| - |
| Lincoln Park Capital Fund, LLC(5) | 579,710 |
| 579,710 |
| - |
| - |
| Intracoastal Capital, LLC(6) | 429,856 |
| 289,856 |
| 140,000 |
| * |
| Noam Rubinstein(7)(11) | 76,696 |
| 76,696 |
| - |
| - |
| Charles Worthman(8)(11) | 2,435 |
| 2,435 |
| - |
| - |
| Michael Vasinkevich(9)(11) | 156,130 |
| 156,130 |
| - |
| - |
| Craig Schwabe(10)(11) | 8,217 |
| 8,217 |
| - |
| - |
| Total Common Shares Registered Hereby: |
| | 6,177,174 |
|
|
|
|
|
* | Less than 1%. |
|
| ** | Subject to a 4.99% blocker. See notes below. |
(1) Consists of 497,733 Common Shares underlying warrants, without giving effect to limitations on beneficial ownership set forth therein. Empery Asset Management LP, the authorized agent of Empery Asset Master Ltd (“EAM”), has discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The registered address of EAM is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205, New York City, NY 10020.
(2) Consists of 1,094,950 Common Shares underlying warrants, without giving effect to limitations on beneficial ownership set forth therein. Empery Asset Management LP, the authorized agent of Empery Tax Efficient II, LP (“ETE II”), has discretionary authority to vote and dispose of the shares held by ETE II and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE II. ETE II, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The registered address of ETE II is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205, New York City, NY 10020.
(3) Consists of 68,317 Common Shares underlying warrants, without giving effect to limitations on beneficial ownership set forth therein. Empery Asset Management LP, the authorized agent of Empery Tax Efficient, LP (“ETE”), has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The registered address of ETE is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205, New York City, NY 10020.
(4) Consists of 3,739,130 Common Shares underlying warrants, without giving effect to limitations on beneficial ownership set forth therein. The business address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, L.L.C., 510 Madison Avenue, 7th Floor, New York, New York 10022. Steven Boyd, the managing member of Armistice Capital, LLC, the investment manager of Armistice Capital Master Fund Ltd., has the power to vote and dispose of the shares held by Armistice Capital Master Fund Ltd. and may be deemed to be the beneficial owner of these shares.
(5) Consists of 579,710 Common Shares underlying warrants, without giving effect to limitations on beneficial ownership set forth therein. The registered address of Lincoln Park Capital Fund, LLC (“Lincoln Park”) is 440 N. Wells St., Suite 410, Chicago, IL 60654. Josh Scheinfeld and Jonathan Cope, the principals of Lincoln Park, are deemed to be beneficial owners of all of the Common Shares owned by Lincoln Park. Messrs. Cope and Scheinfeld have shared voting and dispositive power over the Common Shares being offered under this prospectus.
(6) Consists of 429,856 Common Shares underlying warrants, without giving effect to limitations on beneficial ownership set forth therein. The registered address of Intracoastal Capital, LLC is 245 Palm Trail, Delray Beach, FL 33483. Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of the securities reported herein that are held by Intracoastal.
(7) Consists of 76,696 Common Shares underlying warrants, without giving effect to limitations on beneficial ownership set forth therein.
(8) Consists of 2,435 Common Shares underlying warrants, without giving effect to limitations on beneficial ownership set forth therein.
(9) Consists of 156,130 Common Shares underlying warrants, without giving effect to limitations on beneficial ownership set forth therein.
(10) Consists of 8,217 Common Shares underlying warrants, without giving effect to limitations on beneficial ownership set forth therein.
(11) Each of Noam Rubinstein, Charles Worthman, Michael Vasinkevich and Craig Schwabe have a registered address of 430 Park Ave, 3rd Floor, New York, NY 10022.
|