The Reporting Persons acquired beneficial ownership of the securities of the Company for investment purposes only and with no view to their resale or other distribution of any kind. The Reporting Persons may make further debt and/or equity investments in the Company pursuant to future private and/or public offerings by the Company.
The Conversion described herein was effected in connection with a larger overall transaction of the Company in which the Company converted convertible promissory notes into an aggregate of 1,247,098 shares of Company Common Stock (which includes the shares issued in the Conversion described herein; the “Note Conversion”). The Note Conversion resulted in an increase in the Company’s issued and outstanding shares of Company Common Stock and exchangeable shares (which vote with the Company Common Stock as a single class and convert into Company Common Stock on a 1for1 basis at the option of the holder) to 3,858,643 shares.
Except as set forth above, none of the Reporting Persons have any present plans which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closedend investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Reference is made to Item 3 herein and hereby is incorporated by reference.