OCX~~HUGE HERE Purpose of Transaction.
The Reporting Persons have acquired their Shares for investment and are filing this Schedule 13D/A to report a change in their beneficial ownership percentage of the Shares, as indicated in Item 5 below.
In connection with the Issuer’s private placement of Shares, on March 28, 2018, the Issuer and Broadwood Partners entered into a Securities Purchase Agreement pursuant to which Broadwood Partners acquired 3,968,254 Shares at a purchase price of $1.26 per share. The foregoing description is not, and does not purport to be, complete and are qualified in their entirety by reference to the full text of the Form of Securities Purchase Agreement, which has been filed as Exhibit B hereto and is incorporated herein by reference.
Except as otherwise set forth herein, the Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present board of directors of the Issuer (the “Board of Directors”) or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer quotation system; or (g) causing the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.
The Reporting Persons, however, reserve the right at a later date to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.
The Reporting Persons have been, and may continue to be, in contact with members of the Issuer’s management, the Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.
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 shareholders, the Board of Directors and/or the management of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) – (d) As of the date hereof, Broadwood Partners may be deemed to be the beneficial owner of 8,620,895 Shares, constituting 21.3% of the Shares, based upon 40,461,027 Shares outstanding as of the date hereof as adjusted for warrants beneficially owned by Broadwood Partners. Broadwood Partners has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 8,620,895 Shares. Broadwood Partners has sole power to dispose or direct the disposition of 0 Shares the shared power to dispose or direct the disposition 8,620,895 Shares.
As of the date hereof, Broadwood Capital may be deemed to be the beneficial owner of 8,620,895 Shares, constituting 21.3% of the Shares, based upon 40,461,027 Shares outstanding as of the date hereof as adjusted for warrants beneficially owned by Broadwood Capital. Broadwood Capital has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 8,620,895 Shares. Broadwood Capital has sole power to dispose or direct the disposition of 0 Shares the shared power to dispose or direct the disposition 8,620,895 Shares.
As of the date hereof, Mr. Bradsher may be deemed to be the beneficial owner of 8,624,040 Shares, constituting 21.3% of the Shares, based upon 40,461,027 Shares outstanding as of the date hereof as adjusted for warrants beneficially owned by Mr. Bradsher. Mr. Bradsher has the sole power to vote or direct the vote of 3,145 Shares and the shared power to vote or direct the vote of 8,620,895 Shares. Mr. Bradsher has sole power to dispose or direct the disposition of 3,145 Shares the shared power to dispose or direct the disposition 8,620,895 Shares.
Other than the Shares acquired by the Reporting Persons pursuant to the Securities Purchase Agreement as described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons during the past sixty days.
(e) N/A
