The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 2. | Identity and Background. |
| Item 2 is hereby amended and restated to read as follows: |
(a) This statement is filed by:
| (i) | Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (“Iroquois Master Fund”), with respect to the Shares directly and beneficially owned by it; |
| (ii) | Iroquois Capital Management LLC, a Delaware limited liability company (“Iroquois Capital”), with respect to the Shares beneficially owned by it by virtue of its position as investment advisor to Iroquois Master Fund; and |
| (iii) | Richard Abbe, with respect to the Shares he beneficially owns as the Director of Iroquois Master Fund and President of Iroquois Capital. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting Persons is 205 East 42nd Street, 20th Floor, New York, New York 10017. The officers and directors of Iroquois Master Fund and their principal occupations and business addresses are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2.
(c) The principal business of Iroquois Master Fund is serving as a private investment fund. The principal business of Iroquois Capital is serving as an investment adviser that provides investment advisory services to Iroquois Master Fund. The principal occupation of Mr. Abbe is serving as the President of Iroquois Capital.
(d) No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Abbe is a citizen of the United States of America. The citizenship of the person listed on Schedule A to the Schedule 13D is set forth therein.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended to add the following:
On September 6, 2016, Joshua Silverman resigned from the Board of Directors of the Issuer. Mr. Silverman’s resignation was not because of a disagreement with the Issuer on any matters relating to the Issuer’s operations, policies, or practices.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 4,982,400 Shares outstanding, as of May 9, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 13, 2016.
| (a) | As of the close of business on September 8, 2016, Iroquois Master Fund directly and beneficially owned 474,398 Shares. |
Percentage: Approximately 9.5%
| (b) | 1. Sole power to vote or direct vote: 474,398 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 474,398 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Iroquois Master Fund has not entered into any transactions in the Shares during the past sixty (60) days. |
| (a) | Iroquois Capital, as the investment adviser of Iroquois Master Fund, may be deemed to beneficially own the 474,398 Shares directly and beneficially owned by Iroquois Master Fund. |
Percentage: Approximately 9.5%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 474,398 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 474,398 |
| (c) | Iroquois Capital has not entered into any transactions in the Shares during the past sixty (60) days. |
| (a) | Mr. Abbe, as the Director of Iroquois Master Fund and President of Iroquois Capital, may be deemed to own the 474,398 Shares directly and beneficially owned by Iroquois Master Fund. |
Percentage: Approximately 9.5%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 474,398 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 474,398 |
| (c) | Mr. Abbe has not entered into any transactions in the Shares during the past sixty (60) days. |
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On September 8, 2016 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| 99.1 | Joint Filing Agreement by and among Iroquois Master Fund Ltd., Iroquois Capital Management LLC and Richard Abbe, dated September 8, 2016. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 8, 2016
IROQUOIS MASTER FUND LTD. |
|
By: | Iroquois Capital Management, LLC, |
| its investment manager |
|
IROQUOIS CAPITAL MANAGEMENT, LLC |
|
By: | |
| Name: | Richard Abbe |
| Title: | President |
/s/ Richard Abbe |
RICHARD ABBE |
SCHEDULE A
Directors of Iroquois Master Fund Ltd.
Name and Position | Present Principal Occupation | Business Address |
| | |
Richard Abbe, Director | Hedge Fund Manager | 205 East 42nd Street, 20th Floor, New York, New York 10017 |