UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Cogentix Medical, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

19243A104

(CUSIP Number)

Lewis C. Pell

40 Ramland Road South

Orangeburg, New York  10962

(845) 359-2250

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 16, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐ 

 

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*	The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 19243A104

 

1			NAME OF REPORTING PERSON   Lewis C. Pell
2			CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3			SEC USE ONLY
4			SOURCE OF FUNDS (SEE INSTRUCTIONS)   PF
5			CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6			CITIZENSHIP OR PLACE OF ORGANIZATION   United States
Number of shares beneficially owned by each reporting person with						7			SOLE VOTING POWER   1,849,115
						8			SHARED VOTING POWER   0
						9			SOLE DISPOSITIVE POWER   1,849,115
						10			SHARED DISPOSITIVE POWER   0
11			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,849,115
12			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.10%(1)
14			TYPE OF REPORTING PERSON   IN

 

(1)

This beneficial ownership percentage is based upon 26,058,235 shares of common stock, par value $0.01 per share, of Cogentix Medical, Inc. (formerly known as Vision-Sciences, Inc.), a Delaware corporation (the "Company"), issued and outstanding as of November 6, 2015, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 (File No. 000-20970), filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 19243A104

Explanatory Note

This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") amends and supplements the statement on Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") on February 4, 2003, as amended by Amendment No. 1 thereto filed with the SEC on April 7, 2003, Amendment No. 2 thereto filed with the SEC on February 25, 2005, Amendment No. 3 thereto filed with the SEC on December 19, 2012, Amendment No. 4 thereto filed with the SEC on October 15, 2013, and Amendment No. 5 thereto filed with the SEC on November 7, 2014 (the Original Schedule 13D, as so amended and supplemented to date, is referred to herein as the "Schedule 13D"), by Lewis C. Pell, a citizen of the United States of America (the "Reporting Person").  The Schedule 13D relates to the common stock, par value $0.01 per share, of Cogentix Medical, Inc. (formerly known as Vision-Sciences, Inc.), a Delaware corporation (the "Company").  The Company's name was Vision-Sciences, Inc. for periods prior to March 31, 2015, the date of the Merger (as defined and described in Item 4), and the Company changed its name to Cogentix Medical, Inc. as of and in connection with the completion of the Merger.  Capitalized terms used but not defined in this Amendment No. 6 shall have the meanings set forth in the Schedule 13D.

Except as specifically amended by this Amendment No. 6, there are no changes to the Schedule 13D.

Item 1 of the Schedule 13D is hereby amended and restated to read in full as follows:

This Schedule 13D filed by Lewis C. Pell (the "Reporting Person") relates to certain acquisitions by the Reporting Person of the common stock, par value $0.01 per share ("Common Stock"), of Cogentix Medical, Inc. (formerly known as Vision-Sciences, Inc.), a Delaware corporation (the "Company").   The Company's name was Vision-Sciences, Inc. for periods prior to March 31, 2015, the date of the Merger (as defined and described in Item 4).  The Company changed its name to Cogentix Medical, Inc. as of and in connection with the completion of the Merger.

Item 2 of the Schedule 13D is hereby amended and restated to read in full as follows:

mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

Uroplasty Merger

On March 31, 2015 (the "Effective Date"), the Company completed its acquisition of Uroplasty, Inc., a Minnesota corporation ("Uroplasty"), pursuant to the terms of an Agreement and Plan of Merger, dated December 21, 2014, by and among the Company, Visor Merger Sub LLC, a Delaware limited liability company of which the sole member is the Company ("Merger Sub"), and Uroplasty (the "Merger Agreement").  The Merger Agreement provided that Uroplasty would merge with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving company, of which the sole member is the Company following the Merger.  Pursuant to the Merger Agreement, Uroplasty merged with and into Merger Sub, with Merger Sub continuing as the surviving entity under the name Uroplasty, LLC.  Also, in connection with the completion of the Merger, the Company changed its name to "Congentix Medical, Inc." and its shares began trading on the Nasdaq Stock Market (NASDAQ) under the new symbol "CGNT".

In addition, pursuant to the Merger Agreement and as of the effective time of the Merger, each share of Uroplasty common stock, par value $0.01 per share (collectively, "Uroplasty Shares"), outstanding immediately prior to the effective time (other than Uroplasty Shares held by Uroplasty as treasury stock and Uroplasty Shares owned by Uroplasty, the Company or any of their respective subsidiaries, which Uroplasty Shares were cancelled) was converted into the right to receive 0.72662 shares of Common Stock.  This calculation reflected the 3.6331 Exchange Ratio (as defined in the Merger Agreement) as adjusted for the Company's one-for-five reverse stock split plus cash (without interest) in lieu of fractional shares, if any, in an amount equal to the product of (a) such fractional part of a share of Common Stock, multiplied by (b) $1.85, the closing price for a share of Common Stock as reported on NASDAQ on March 30, 2015, the trading day immediately prior to the effective time, adjusted for the Company's one-for-five reverse stock split.

Immediately following the effective time of the Merger, the Company's shareholders prior to the Merger owned approximately 37.5%, and Uroplasty's shareholders owned approximately 62.5%, of the Common Stock on a fully-diluted basis, excluding shares of Common Stock issuable upon the conversion of promissory notes and warrants held by the Reporting Person (which were amended in connection with the Merger, as described below).

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is filed as Exhibit 8 to this Schedule 13D and incorporated by reference into this Item 4.

Amendments to Notes and Warrants

Concurrently with the execution of the Merger Agreement, the Company and the Reporting Person entered into amendments (collectively, the "Amendments") to all of the convertible promissory

notes and warrants held by the Reporting Person, which notes and warrants are as follows: convertible promissory note dated September 19, 2012 in the aggregate principal amount of $20 million, convertible promissory note dated September 25, 2013 in the aggregate principal amount of $3.5 million, and convertible promissory note dated June 16, 2014 in the aggregate principal amount of $5 million (collectively, the "Notes"); and warrants dated November 9, 2009 to purchase 272,727 shares of Common Stock, warrants dated November 9, 2009 to purchase 378,788 shares of Common Stock, and warrants dated September 30, 2011 to purchase 1,229,105 shares of Common Stock (collectively, the "Warrants").  In addition, the Company and the Reporting Person entered into a new letter agreement (the "Letter Agreement") terminating  the existing letter agreement dated October 24, 2014, which required the Reporting Person to provide additional liquidity to the Company in certain circumstances.  The Amendments and the Letter Agreement took effect at the effective time of the Merger.

The Amendments extended the maturity date of each Note from the fifth anniversary of the issuance date to the fifth anniversary of the effective date of the Merger or an earlier change of control (as defined in the Amendments).  Except as provided below, the Amendments also prevent the Notes from being converted until after three years following the effective date of the Merger or, if earlier, three days prior to the record date for the declaration of any dividend or distribution on the Common Stock in cash or other property other than Common Stock.  The Notes may be converted earlier prior to a change in control or in connection with the Company's prepayment of the Notes.  The Notes, as amended, may be prepaid, at the option of the Company and upon 15 days' notice to the Reporting Person, without other premium or penalty, with a combination of cash and Common Stock.  Interest on the amended Notes is payable on the maturity date or upon repayment or conversion of all or any portion of the principal under the Notes.  The amended Notes are subordinated to loans incurred by the Company to finance certain strategic initiatives, in each case as reasonably approved by the Reporting Person.

The Amendments also extend the period during which the Warrants may be exercised to the later of (i) the maturity date of the Notes or (ii) the date that the Notes are paid in full or converted into shares of Common Stock in accordance with their terms.  The Warrants may be exercised effective immediately prior to the closing of an event constituting a change in control (other than the Merger).

The foregoing descriptions of the Amendments and the Letter Agreement do not purport to be complete and are qualified in their entirety by the full text of the Amendments and the Letter Agreement, copies of which are filed as Exhibits 9, 10, 11, 12 and 13 to this Schedule 13D and incorporated by reference into this Item 4.

Letter to the Board of Directors

On February 16, 2016, the Reporting Person wrote a letter to the Board of Directors of the Company setting forth his concerns with the performance of the Company's executive and Board leadership and stating his intention to explore the possibility of changes to the leadership of the Company.

A copy of the letter is filed as Exhibit 14 to this Schedule 13D and incorporated by reference into this Item 4.

September 30, 2015 (File No. 000-20970), filed with the Securities and Exchange Commission on November 12, 2015.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 4 of this Schedule 13D sets forth a description of all contracts, understandings or relationships (legal or otherwise) among the Reporting Person, any other person or the Company with respect to any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.  The description of such contracts, understandings and relationships set forth in Item 4 is incorporated by reference into this Item 6.

Item 7 of the Schedule 13D is hereby amended and restated to read in full as follows:

Exhibit		Description
Exhibit 1		Securities Purchase Agreement, dated February 14, 2005, among Vision-Sciences, Inc. and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D filed with the SEC by Lewis C. Pell on February 25, 2005).
Exhibit 2		Common Stock Purchase Warrant issued to Lewis C. Pell, dated February 14, 2005 (incorporated by reference to Exhibit 2 to Amendment No. 2 to the Schedule 13D filed with the SEC by Lewis C. Pell on February 25, 2005).
Exhibit 3		Convertible Promissory Note made by Vision-Sciences, Inc. in favor of Lewis C. Pell, dated as of September 19, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on September 20, 2012).
Exhibit 4		Common Stock Warrants issued to Lewis C. Pell, dated November 9, 2009 (incorporated by reference to Exhibit 10.46 to the Quarterly Report on Form 10-Q of Vision-Sciences, Inc. for the quarter ended September 30, 2012, filed with the SEC on November 5, 2012).
Exhibit 5		Common Stock Warrant issued to Lewis C. Pell, dated as of September 30, 2011 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of Vision-

 

 

		Sciences, Inc. filed with the SEC on October 2, 2011).
Exhibit 6		Convertible Promissory Note made by Vision-Sciences, Inc. in favor of Lewis C. Pell, dated as of September 25, 2013 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on September 30, 2013).
Exhibit 7		Convertible Promissory Note made by Vision-Sciences, Inc. in favor of Lewis C. Pell, dated as of June 16, 2014 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on June 17, 2014).
Exhibit 8		Agreement and Plan of Merger, dated as of December 21, 2014, among Vision-Sciences, Inc., Visor Merger Sub LLC and Uroplasty, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 9		Amendment to 2012 Convertible Promissory Note dated as of December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 10		Amendment to 2013 Convertible Promissory Note dated as of December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 11		Amendment to 2014 Convertible Promissory Note dated as of December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 12		Letter Agreement, dated December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell regarding the extension of warrants (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 13		Letter Agreement, dated December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell regarding termination of maintenance of liquidity obligation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 14		Letter, dated February 16, 2016, from Lewis C. Pell to the Board of Directors of Cogentix Medical, Inc. (filed herewith).

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

Date:  February 16, 2016	Lewis C. Pell
	By:	/s/ Lewis C. Pell
		Reporting Person

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit		Description
Exhibit 1		Securities Purchase Agreement, dated February 14, 2005, among Vision-Sciences, Inc. and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D filed with the SEC by Lewis C. Pell on February 25, 2005).
Exhibit 2		Common Stock Purchase Warrant issued to Lewis C. Pell, dated February 14, 2005 (incorporated by reference to Exhibit 2 to Amendment No. 2 to the Schedule 13D filed with the SEC by Lewis C. Pell on February 25, 2005).
Exhibit 3		Convertible Promissory Note made by Vision-Sciences, Inc. in favor of Lewis C. Pell, dated as of September 19, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on September 20, 2012).
Exhibit 4		Common Stock Warrants issued to Lewis C. Pell, dated November 9, 2009 (incorporated by reference to Exhibit 10.46 to the Quarterly Report on Form 10-Q of Vision-Sciences, Inc. for the quarter ended September 30, 2012, filed with the SEC on November 5, 2012).
Exhibit 5		Common Stock Warrant issued to Lewis C. Pell, dated as of September 30, 2011 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on October 2, 2011).
Exhibit 6		Convertible Promissory Note made by Vision-Sciences, Inc. in favor of Lewis C. Pell, dated as of September 25, 2013 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on September 30, 2013).
Exhibit 7		Convertible Promissory Note made by Vision-Sciences, Inc. in favor of Lewis C. Pell, dated as of June 16, 2014 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on June 17, 2014).
Exhibit 8		Agreement and Plan of Merger, dated as of December 21, 2014, among Vision-Sciences, Inc., Visor Merger Sub LLC and Uroplasty, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 9		Amendment to 2012 Convertible Promissory Note dated as of December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 10		Amendment to 2013 Convertible Promissory Note dated as of December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).

		Vision-Sciences, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 12		Letter Agreement, dated December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell regarding the extension of warrants (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 13		Letter Agreement, dated December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell regarding termination of maintenance of liquidity obligation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 14		Letter, dated February 16, 2016, from Lewis C. Pell to the Board of Directors of Cogentix Medical, Inc. (filed herewith).

 

 

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Lewis C. Pell

 

 

February 16, 2016

Board of Directors

Cogentix Medical, Inc.

5420 Feltl Road

Minnetonka, MN  55343

Dear Board of Directors:

Now that almost a year has passed since the creation of Cogentix from the merger between Vision-Sciences and Uroplasty, circumstances compel me to write in my capacities as one of its Board members and largest shareholders, its largest lender, and a staunch believer in the great potential for our Company.  I am deeply disappointed by what I see as the unsatisfactory performance and empty vision of the Company's leadership at both the executive management and Board levels.  Having been the founder and largest stakeholder of Vision-Sciences, I at least as much as anyone made a commitment to – and placed enormous confidence in – the prospects of Cogentix.  Having a track-record of successfully developing numerous businesses over multiple decades in the medtech sector, I recognized the benefits from combining the technology, products and sales and marketing infrastructures involved in the merger forming Cogentix.  I have put a major financial commitment behind my confidence by, among other things, providing over $28 million in below-market loans to the Company.  However, I cannot stand by while the current executive management and Board leadership jeopardize the Company's full potential.

At a pivotal time, the Company now faces the decision whether to renew the lavish employment package of its CEO, Robert Kill, who also is Chairman (as well as wears other hats).  Mr. Kill enjoys compensation that is neither warranted by the Company's condition nor by market practices.  In fact, the shareholders at the time overwhelming opposed his pay package.  As do I.  It should not be renewed.  My profound concerns with the failures of Mr. Kill's leadership fall into several categories, including serious deficiencies in (1) economic performance; (2) corporate governance; and (3) strategic vision.

Economic Performance:  As for financial metrics, the stock price and market capitalization of Cogentix under the current leadership has taken a beating.  That is a reflection of the fact that investors perceive serious problems relating

 

 

both to management and strategy flaws, which I further address below.  As a result, our stock price is down approximately 75% since the announcement of the merger last year.  Indeed, the Company's indebtedness now exceeds its total market capitalization.  We cannot have a tin ear to what the market is saying about Cogentix through its depressed stock price; instead, we must take the steps necessary as soon as possible to solve the holes in leadership and business planning to which the market is responding so negatively.

Corporate Governance:  As Board Chair, President and CEO, Mr. Kill exercises far too much control over the Company and the Board.  Except for me, none of the other Board members actually have significant stock holdings in the Company and, as a result, their interests are not sufficiently aligned with shareholders.  Instead, most of the other Board members are closely and personally aligned with Mr. Kill.  Although the Board obviously should act as an independent monitor and check on Mr. Kill's authority and decision-making, examples of failures to do so include:

·

As noted above, Mr. Kill through his multiple roles and personal relationships with Board members obtained a compensation package grossly out of line with what is warranted.  Despite the fact that shareholders overwhelmingly recommended against that level of pay, the Board majority still opted to bestow it on Mr. Kill to whom they appear beholden.

 

·

The recent decision by the Company's well-regarded CFO to depart has not only created a void but is read by the marketplace as a key insider's loss of confidence in the leadership and direction of the Company.  To then make matters worse, Mr. Kill left us in a position with no choice but to expand his power beyond his positions as Chair, President and CEO to include the Principal Accounting Officer function as well.  The consolidation of all these positions in a single individual is troublesome and inconsistent with best practices for corporate governance.  The market has said as much, since the stock significantly dropped the date his departure was announced and has fallen roughly 10% since that announcement.  In moving forward, we need to protect against continued vulnerability to power consolidation and must sensibly divide responsibilities to ensure that sufficient checks and balances – with teeth – are in place.

 

Strategic Vision:  Not only have Mr. Kill and his Board allies presided over the loss of enormous shareholder value, but they have no sound strategy in place to put the Company on the path to achieve success.  Contrary to the goals at the time of the merger, management has not created product lines through R&D or acquisitions.  Nor do I support efforts aimed at the divestiture of some of the very assets that most consistently contribute steady revenue and positive margins.  To shed productive assets would undercut the Company's ability to finance the necessary development of projects core to accomplishing our growth goals.  I am suspicious that management and its Board allies may be more interested in finding means to generate short-term cash in order to pay for Mr. Kill's level of salary and to cover the Company's financial failures elsewhere.  The answer, however, is not about short-sighted asset sales, but about building relationships and with the medical community end users of our current and future products – something which I know first-hand is a necessary ingredient for success in our business, but which our CEO does not do nor evidently understand.

Given these failures on the part of the executive and Board leadership, I cannot silently watch missed opportunities for what can and should be a truly winning venture.  I therefore want to make known my goal and intentions to explore how best to make fundamental changes to the leadership of the Company, both at the executive and Board levels, in order to identify, pursue and put into place the talent and planning needed to steer the Company in the right direction.

As I believe that all shareholders should be aware of these serious issues regarding the Company, I intend to file this letter with an amendment to my Schedule 13D.

Very truly yours,

/s/ Lewis C. Pell

Lewis C. Pell

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