SELLING SECURITY HOLDERS
The shares of common stock being offered for resale by the selling security holders consist of 15,715 shares of common stock, 45,000 shares of common stock underlying warrants and 2,000,000 shares of common stock underlying options.
The table below lists the following information with respect to the selling security holders: (i) the number of outstanding shares of common stock beneficially owned by the selling security holders prior to this offering assuming all of the eligible options and warrants held by such security holders had been exercised; (ii) the number of shares of common stock offered by the selling security holders in this offering; (iii) the number of shares of common stock to be beneficially owned by the selling security holders after the completion of this offering, assuming the sale of all of the shares of common stock offered by the selling security holders; and (iv) the percentage of outstanding shares of common stock to be beneficially owned by the selling security holders after the completion of this offering, assuming the sale of all of the shares of common stock offered by the selling security holders.
17
Information presented in the table below is from the selling security holders and the Company’s stock ownership records.
The aggregate number of shares of the Company’s common stock in this offering constitutes approximately 101.94% of the outstanding shares of the Company’s common stock based on 2,021,577 shares of common stock outstanding as of August 18, 2016, and assuming that all of the selling security holders exercise their warrants and options.
The selling security holders may, from time to time, sell all, some or none of their shares in this offering. See “Plan of Distribution” below. No estimate can be given as to the number of shares that will be held by the selling security holders after completion of this offering, because the selling security holders may offer some or all of the shares, and, to the Company’s knowledge, there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares. The shares numbers provided below reflect the share numbers after the December 2014 reverse stock split.
Name * Shares of
Common Stock
Beneficially
Owned Prior to
Offering Common Stock to be Registered Option Shares to be
Registered Warrant
Shares to
be
Registered Number of
Shares of
Common Stock
Beneficially
Owned After
Offering Percentage
Ownership After
Offering (+)
Michael Sinclair (1) 1,066,670 475,000 591,670 20.18 %
Roger Crystal (2) 1,430,000 500,000 - 930,000 26.98 %
Kevin Pollack (3) 1,460,000 500,000 960,000 27.57 %
Geoffrey Wolf (4) 381,000 187,500 193,500 17.25 %
Gerald Amato 15,715 15,715 0 0 %
Arvind Agrawal (5) 175,000 175,000 0 0 %
Phax Limited (6) 40,000 40,000 0 0 %
Pacific Link Consulting (7) 15,000 15,000 0 0 %
Brad Miles (8) 142,500 97,500 45,000 0 0 %
Mary Farrell (9) 10,000 10,000 0 0 %
Total 15,715 2,000,000 45,000
* The security holders own options or warrants and underlying such options or warrants are shares of common stock of the Company. Such underlying shares are set forth in the table above and are the shares being registered hereto. For purposes of this table, the Company has assumed that the security holders exercised all of their options and warrants with respect to all of the shares underlying such options and warrants set forth in the table as of the date hereof.
+ Based on 2,021,577 shares of common stock issued and outstanding as of August 18, 2016 and on a fully-diluted basis. Beneficial ownership percentage is determined under the rules of the SEC and includes investment power with respect to common stock. The number of shares beneficially owned by a person includes shares of common stock underlying warrants, stock options and other derivative securities to acquire our common stock held by that person that are currently exercisable or convertible within 60 days after August 18, 2016. The shares issuable under these securities are treated as outstanding for computing the percentage ownership of the person holding these securities, but are not treated as outstanding for the purposes of computing the percentage ownership of any other person.
(1) Michael Sinclair is registering 150,000 shares of common stock underlying options with an exercise price of $5.00 per share, vested on June 15, 2014, with an expiration date of June 14, 2024; 75,000 shares of common stock underlying options with an exercise price of $6.00 per share, vested on December 31, 2013, with an expiration date of December 30, 2023; and 250,000 shares of common stock underlying options with an exercise price of $7.25 per share, vested on October 27, 2015, with an expiration date of October 26, 2025. All option grant dates are the same dates as the vesting dates.
For purposes of calculating beneficial ownership, Mr. Sinclair beneficially owns 156,670 shares of common stock, 910,000 options and 0 warrants that are exercisable within 60 days after August 18, 2016.
(2) Roger Crystal is registering 150,000 shares of common stock underlying options with an exercise price of $5.00 per share, vested on June 15, 2014, with an expiration date of June 14, 2024; 75,000 shares of common stock underlying options with an exercise price of $6.00 per share, vested on December 31, 2013, with an expiration date of December 30, 2023; and 275,000 shares of common stock underlying options with an exercise price of $7.25 per share, vested on October 27, 2015, with an expiration date of October 26, 2025. All option grants dates are the same dates as the vesting dates.
For purposes of calculating beneficial ownership, Mr. Crystal beneficially owns 5,000 shares of common stock, 1,425,000 options and 0 warrants that are exercisable within 60 days after August 18, 2016.
(3)
Kevin Pollack is registering 150,000 shares of common stock underlying options with an exercise price of $5.00 per share, vested on June 15, 2014, with an expiration date of June 14, 2024; 75,000 shares of common stock underlying options with an exercise price of $6.00 per share, vested on December 31, 2013, with an expiration date of December 30, 2023; and 220,000 shares of common stock underlying options with an exercise price of $7.25 per share, vested on October 27, 2015, with an expiration date of October 26, 2025. All option grant dates are the same dates as the vesting dates.
Mr. Pollack is also registering 2,500 shares of common stock underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on April 17, 2012, with an expiration date of April 16, 2017; 2,500 shares of common stock underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on July 17, 2012, with an expiration date of July 16, 2017; 2,500 shares of common stock underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on October 17, 2012, with an expiration date of October 16, 2017; and 2,500 shares of common stock underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on January 17, 2013, with an expiration date of January 16, 2018.
In addition, Mr. Pollack is also registering 1,250 shares of common stock underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on April 17, 2013, with an expiration date of April 16, 2018, 1,250 shares of common stock underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on July 17, 2013, with an expiration date of July 16, 2018; 1,250 shares of common stock underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on October 17, 2013, with an expiration date of October 16, 2018; 1,250 shares of common stock underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on January 17, 2014, with an expiration date of January 16, 2019; 1,250 shares common stock underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on April 17, 2014, with an expiration date of April 16, 2019; 1,250 shares of common stock underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on July 17, 2014, with an expiration date of July 16, 2019; 1,250 shares of common stock underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on October 17, 2014, with an expiration date of October 16, 2019; and 1,250 of common shares underlying options with an exercise price of $10.00 per share, granted on April 17, 2012, vested on January 17, 2015, with an expiration date of January 16, 2020.
In addition, Mr. Pollack is also registering 18,125 shares of common stock underlying options with an exercise price of $12.00 per share, granted on November 26, 2012, vested on November 26, 2012, with an expiration date of November 25, 2022; 5,625 shares of common stock underlying options with an exercise price of $12.00 per share, granted on November 26, 2012, vested on February 26, 2013, with an expiration date of February 25, 2023; 5,625 shares of common stock underlying options with an exercise price of $12.00 per share, granted on November 26, 2012, vested on May 26, 2013, with an expiration date of May 25, 2023; and 5,625 shares of common stock underlying options with an exercise price of $12.00 per share, granted on November 26, 2012, vested on August 26, 2013, with an expiration date of August 25, 2023.
For purposes of calculating beneficial ownership, Mr. Pollack beneficially owns 0 shares of common stock, 1,460,000 options and 0 warrants that are exercisable within 60 days after August 18, 2016.
18
(4) Geoffrey Wolf is registering 75,000 shares of common stock underlying options with an exercise price of $5.00 per share, granted on June 15, 2014, vested on June 15, 2014, with an expiration date of June 14, 2024; 62,500 shares of common stock underlying options with an exercise price of $7.25 per share, granted on October 27, 2015, vested on October 27, 2015, with an expiration date of October 26, 2025; and 50,000 shares of common stock underlying options with an exercise price of $8.00 per share, granted on June 15, 2014, vested on June 15, 2014, with an expiration date of June 14, 2024.
For purposes of calculating beneficial ownership, Mr. Wolf beneficially owns 56,500 shares of common stock, 187,500 options and 137,000 warrants that are exercisable within 60 days after August 18, 2016.
(5) Arvind Agrawal is registering 125,000 shares of common stock underlying options with an exercise price of $7.25 per share, granted on October 27, 2015, vested on October 27, 2015, with an expiration date of October 26, 2025; 30,000 shares of common stock underlying options with an exercise price of $10.00 per share, granted on November 12, 2014, with varying vesting dates, with an expiration date of November 11, 2019; and 20,000 shares of common stock underlying options with an exercise price of $15.00 per share, granted on November 12, 2014, with varying vesting dates, with an expiration of November 11, 2019.
(6)
Phax Limited is registering 30,000 shares of common stock underlying options with an exercise price of $10.00 per share, granted on August 2, 2014, vested on August 2, 2014, with an expiration date of August 1, 2019; and 10,000 shares of common stock underlying options with an exercise price of $10.00 per share, granted on January 25, 2015, vested on January 25, 2015, with an expiration date of January 24, 2020.
Mark Ellison has sole voting and investment control with respect to the shares underlying options offered by Phax Limited.
(7)
Pacific Link Consulting is registering 15,000 shares of common stock underlying options with an exercise price of $10.00 per share, granted and vested on January 9, 2015, with an expiration date of January 8, 2020.
Richard Lowenthal has sole voting and investment control with respect to the shares offered by Pacific Link Consulting.
(8) Brad Miles is registering 45,000 shares of common stock underlying warrants with an exercise price of $10.00 per share, granted and vested on March 19, 2015, with an expiration date of March 18, 2020; 48,000 shares of common stock underlying options with an exercise price of $10.00 per share, granted and vested on March 19, 2015, with an expiration date of March 18, 2020; 17,500 shares of common stock underlying options with an exercise price of $15.00 per share, granted and vested on January 22, 2013, with an expiration date of January 22, 2018; and 32,000 shares of common stock underlying options with an exercise price of $15.00 per share, granted and vested on March 19, 2015, with an expiration date of March 18, 2020.
(9)
Mary Farrell is registering 10,000 shares of common stock underlying options with an exercise price of $10.00 per share, granted and vested on July 15, 2015, with an expiration date of July 14, 2018.
