1
|
NAME OF REPORTING PERSON
Robert James Mendola, Jr.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ☒
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
- 0 -
|
|
8
|
SHARED VOTING POWER
783,388
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
783,388
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
783,388
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
|
||
14
|
TYPE OF REPORTING PERSON
IN, HC
|
1
|
NAME OF REPORTING PERSON
Pacific Grove Capital LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ☒
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
783,388
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
783,388
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
783,388
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
|
||
14
|
TYPE OF REPORTING PERSON
PN, IA
|
1
|
NAME OF REPORTING PERSON
Pacific Grove Capital LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ☒
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
783,388
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
783,388
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
783,388
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
|
||
14
|
TYPE OF REPORTING PERSON
OO, HC
|
1
|
NAME OF REPORTING PERSON
Pacific Grove Capital GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ☒
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
783,388
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
783,388
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
783,388
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
|
||
14
|
TYPE OF REPORTING PERSON
OO, HC
|
1
|
NAME OF REPORTING PERSON
Pacific Grove Master Fund LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ☒
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
783,388
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
783,388
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
783,388
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Pacific Grove International Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ☒
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
418,366
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
418,366
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,366
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.22%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Pacific Grove Partners LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ☒
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
364,313
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
364,313
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
364,313
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.55%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Robert James Mendola, Jr. (“Mr. Mendola”), who serves as a Manager of Pacific Grove Capital LLC, Pacific Grove Capital GP LLC, and the portfolio manager of Pacific Grove Master Fund LP, Pacific Grove Partners LP, and Pacific Grove International Ltd.;
|
|
(ii)
|
Pacific Grove Capital LP, a Delaware limited partnership (“PGC”);
|
|
(iii)
|
Pacific Grove Capital LLC, a Delaware limited liability company (“LLC”);
|
|
(iv)
|
Pacific Grove Capital GP LLC, a Delaware limited liability company (“GP”);
|
|
(v)
|
Pacific Grove Master Fund LP, a Cayman Islands limited partnership (“Master Fund”);
|
|
(vi)
|
Pacific Grove International Ltd., a Cayman Islands limited company (“Fund”).
|
|
(vii)
|
Pacific Grove Partners LP, a Delaware limited partnership (“Partnership”).
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
(e)
|
The Partnership has ceased to be a 5% beneficial owner as of the time of this filing.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
10.1
|
Common Stock and Warrant Purchase Agreement dated July 31, 2017, a form of which is incorporated herein by reference to Exhibit 10.1 of the Issuer's Form 8-K filed August 1, 2017.
|
|
10.2
|
Board Representation Agreement dated July 31, 2017, the form of which is incorporated herein by reference to Exhibit 10.2 of the Issuer's Form 8-K filed August 1, 2017.
|
|
10.3
|
First Amendment to Warrant dated January 10, 2018, a form of which is incorporated herein by reference to Exhibit 10.1 of the Issuer's Form 8-K filed January 16, 2018.
|
|
99.1
|
Joint Filing Agreement by and among Mr. Mendola, PGC, LLC, GP, Master Fund, Fund, and Partnership, dated August 23, 2018.
|
/s/ Robert James Mendola, Jr. | |
Robert James Mendola, Jr.
|
Pacific Grove Capital LP
|
|||
By:
|
Pacific Grove Capital LLC, General Partner
|
||
By:
|
/s/ Robert James Mendola, Jr. | ||
Name:
|
Robert James Mendola, Jr.
|
||
Title:
|
Manager
|
Pacific Grove Capital LLC
|
|||
By:
|
/s/ Robert James Mendola, Jr. | ||
Name:
|
Robert James Mendola, Jr.
|
||
Title:
|
Manager
|
Pacific Grove Capital GP LLC
|
|||
By:
|
/s/ Robert James Mendola, Jr. | ||
Name:
|
Robert James Mendola, Jr.
|
||
Title:
|
Manager
|
Pacific Grove Master Fund LP
|
|||
By:
|
Pacific Grove Capital GP LLC, General Partner
|
||
|
|||
By:
|
/s/ Robert James Mendola, Jr. | ||
Name:
|
Robert James Mendola, Jr.
|
||
Title:
|
Manager
|
Pacific Grove International Ltd.
|
|||
By:
|
Pacific Grove Capital LP, Attorney-in-Fact
|
||
|
|||
By:
|
/s/ Pacific Grove Capital LLC | ||
Name:
|
Pacific Grove Capital LLC
|
||
Title:
|
General Partner
|
Pacific Grove Partners LP
|
|||
By:
|
Pacific Grove Capital LP, Attorney-in-Fact
|
||
|
|||
By:
|
/s/ Pacific Grove Capital LLC | ||
Name:
|
Pacific Grove Capital LLC
|
||
Title:
|
General Partner
|
/s/ Robert James Mendola, Jr. | |
Robert James Mendola, Jr.
|
Pacific Grove Capital LP
|
|||
By:
|
Pacific Grove Capital LLC, General Partner
|
||
By:
|
/s/ Robert James Mendola, Jr. | ||
Name:
|
Robert James Mendola, Jr.
|
||
Title:
|
Manager
|
Pacific Grove Capital LLC
|
|||
By:
|
/s/ Robert James Mendola, Jr. | ||
Name:
|
Robert James Mendola, Jr.
|
||
Title:
|
Manager
|
Pacific Grove Capital GP LLC
|
|||
By:
|
/s/ Robert James Mendola, Jr. | ||
Name:
|
Robert James Mendola, Jr.
|
||
Title:
|
Manager
|
Pacific Grove Master Fund LP
|
|||
By:
|
Pacific Grove Capital GP LLC, General Partner
|
||
|
|||
By:
|
/s/ Robert James Mendola, Jr. | ||
Name:
|
Robert James Mendola, Jr.
|
||
Title:
|
Manager
|
Pacific Grove International Ltd.
|
|||
By:
|
Pacific Grove Capital LP, Attorney-in-Fact
|
||
|
|||
By:
|
/s/ Pacific Grove Capital LLC | ||
Name:
|
Pacific Grove Capital LLC
|
||
Title:
|
General Partner
|
Pacific Grove Partners LP
|
|||
By:
|
Pacific Grove Capital LP, Attorney-in-Fact
|
||
|
|||
By:
|
/s/ Pacific Grove Capital LLC | ||
Name:
|
Pacific Grove Capital LLC
|
||
Title:
|
General Partner
|