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. 8)*
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)
April 4, 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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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) ¨
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3 | SEC USE ONLY
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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) ¨
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
Number of shares beneficially owned by each reporting person with
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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 ¨
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.12%(1) | |||||
14 | TYPE OF REPORTING PERSON
IN |
(1) | This beneficial ownership percentage is based upon 25,975,617 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 March 15, 2016, as reported by the Company in its Transition Report on Form 10-K for the transition period from April 1, 2015 to December 31, 2015 (File No. 000-20970), filed with the Securities and Exchange Commission on March 29, 2016. |
CUSIP No. 19243A104
Explanatory Note
This Amendment No. 8 to Schedule 13D (this Amendment No. 8) 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, Amendment No. 5 thereto filed with the SEC on November 7, 2014, Amendment No. 6 thereto filed with the SEC on February 17, 2016, and Amendment No. 7 thereto filed with the SEC on March 30, 2016 (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 Companys name was Vision-Sciences, Inc. for periods prior to March 31, 2015, the date of the Merger, 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. 8 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 8, there are no changes to the Schedule 13D.
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On April 4, 2016, the Reporting Person wrote a letter to the Board of Directors of the Company setting forth his concerns with the actions and performance of the Companys executive and Board leadership and further stating his intention to continue exploring the possibility of changes to the leadership of the Company.
A copy of the letter is filed as Exhibit 15 to this Schedule 13D and incorporated by reference into this Item 4.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: April 4, 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). | |
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. (incorporated by reference to Exhibit 14 to Amendment No. 6 to the Schedule 13D filed with the SEC by Lewis C. Pell on February 17, 2016). | |
Exhibit 15 | Letter, dated April 4, 2016, from Lewis C. Pell to the Board of Directors of Cogentix Medical, Inc. |
Exhibit 15
April 4, 2016
Cogentix Medical, Inc.
5420 Feltl Road
Minnetonka, MN 55428
Dear Messrs. Kill, Paulus, Roche, and Stauner:
I am writing to express my disappointment and concern with the decision made by you on March 29, 2016 to, despite my disapproval, significantly alter the board composition by decreasing its size by nearly 40%, from eight to five members for purposes designed to solidify the authority of the combined Chief Executive Officer/Chairman and minimize dissent. I find the decision made by you particularly troubling given that it was made on the heels of me notifying the Company of my intention to nominate myself (a current member of the board), Howard I. Zauberman (a current member of the board), James A. DOrta, and three other independent individuals, for election to the board at the Companys 2016 annual meeting of shareholders. It makes no sense to diminish the scope of expertise on this board as currently configured and, in particular, the decision to not re-nominate the highly qualified Howard Zauberman is only explicable as a tactic to punish independent, candid thinking. In fact, the board regrettably engaged in no meaningful deliberation about the qualities of Mr. Zauberman and Dr. DOrta.
Over my further objections, a majority on the board also agreed to maintain the current compensation terms for the CEO. I am frustrated by the failure of the board to evaluate against market practice at this time the terms of the contract with the CEO, even though shareholders previously disapproved of the terms when entered into. The appeasement of the CEO with excessive, unwarranted compensation in the absence of meaningful evaluation reflects the absence of checks-and-balances and oversight with respect to the CEO/Chairman.
It is clear to me that you have taken this action for the primary purpose of thwarting the shareholder franchise by entrenching those individuals on the board that act in concert with the positions and influence of Robert Kill, the Chairman and CEO, and blocking the voices of dissent on the board that are acting in the best interests of the Company and all of its shareholders.
For all of the reasons described in my letter to the board dated February 16, 2016, I am deeply disappointed by what I see as the unsatisfactory performance and empty vision of the Companys leadership at both the executive management and board levels. Under Mr. Kills leadership, the Companys stock price has declined by over 30% since the closing of the merger on March 31, 2015. This lack of performance and accountability is unacceptable and cannot continue. I will not stand by while the current executive management and board leadership jeopardize the Companys full potential.
The recent actions by you have reinforced my position that it is in the best interests of shareholders to initiate change with respect to the composition of the board and the roles held by executive leadership, including the separation of Chairman and Chief Executive Officer. I will continue to monitor and evaluate the Companys affairs and my investment in the Company on
an ongoing basis and will explore all available options, including submitting further plans and proposals and/or commencing litigation.
Sincerely,
/s/ Lewis C. Pell
Lewis C. Pell
Cc: | Dr. Cheryl Pegus |
Howard I. Zauberman |