Explanatory Note
This Amendment No. 4 amends and supplements the statement on Schedule 13D originally filed by Lazarus Investment Partners LLLP ("Lazarus Partners"), Lazarus Israel Opportunities Fund LLLP ("Lazarus Israel"), Lazarus Management Company LLC ("Lazarus Management") and Justin B. Borus (collectively, the "Reporting Persons") on June 9, 2014, as amended from time to time (the "Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. The information set forth in response to each Item below shall be deemed to be a response to all Items where such information is relevant.
Item 3. Source and Amount of Funds or Other Consideration.
The responses to Items 4, 5 and 6 of the Schedule 13D are incorporated herein by reference.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented by adding the following:
On April 27, 2015, Lazarus Partners and Lazarus Israel entered into a warrant purchase agreement with the Issuer pursuant to which the Issuer repurchased warrants to purchase 3,000,000 shares of common stock from Lazarus Partners and warrants to purchase 1,000,000 shares of common stock from Lazarus Israel, for a purchase price of $0.01 per warrant share, resulting in cash consideration of $30,000 to Lazarus Partners and $10,000 to Lazarus Israel. The warrants had an original exercise price of $2.00 per share and would have expired in 2019.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented by adding the following:
Reference is made to Items 7, 9, 11 and 13 of pages 2-5 of the Schedule 13D, which items are incorporated by reference. The securities reported on the Schedule 13D by Lazarus Partners consist of 3,269,632 shares of common stock and warrants to purchase an additional 3,000,000 shares of common stock. The securities reported on the Schedule 13D by Lazarus Israel consist of 1,421,847 shares of common stock and warrants to purchase an additional 1,000,000 shares of common stock. The securities reported on the Schedule 13D by Lazarus Management and Mr. Borus consists of the sums of the shares of common stock and warrants held by Lazarus Partners and Lazarus Israel. The calculation of percentage of beneficial ownership in Item 13 of pages 2-5 was calculated using information obtained from the Issuer's Form 10-Q filed with the Securities and Exchange Commission on February 17, 2015, in which it stated that there were 34,904,926 shares of common stock outstanding as of February 14, 2015.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information disclosed in Item 4 above is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Exhibit A | | Joint Filing Agreement, dated as of April 29, 2015, by and among Lazarus Investment Partners LLLP, Lazarus Israel Opportunities Fund LLLP, Lazarus Management Company LLC and Justin B. Borus. |
Exhibit B | | Warrant Purchase Agreement dated April 27, 2015 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 29, 2015
LAZARUS MANAGEMENT COMPANY LLC |
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By: /s/ Justin B. Borus |
Name: Justin B. Borus Title: Managing Member |
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LAZARUS INVESTMENT PARTNERS LLLP By: Lazarus Management Company LLC its general partner |
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By: /s/ Justin B. Borus |
Name: Justin B. Borus Title: Managing Member |
LAZARUS ISRAEL OPPORTUNITIES FUND LLLP By: Lazarus Management Company LLC its general partner |
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By: /s/ Justin B. Borus |
Name: Justin B. Borus Title: Managing Member |
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/s/ Justin B. Borus |
Justin B. Borus |