Cogentix Medical, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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19243A104
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(CUSIP Number)
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Lewis C. Pell
40 Ramland Road South
Orangeburg, New York 10962
(845) 359-2250
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March 11, 2018
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(Date of Event Which Requires Filing of This Statement)
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CUSIP No. 19243A104
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1
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NAME OF REPORTING PERSON
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Lewis C. Pell
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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20,051,723
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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20,051,723
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,051,723
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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32.92%(1)
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14
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TYPE OF REPORTING PERSON
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IN
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(1) |
This beneficial ownership percentage is based upon 60,905,666 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, 2017, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (File No. 000-20970) , filed with the Securities and Exchange Commission on November 13, 2017.
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Item 4.
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Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7. |
Material to be Filed as Exhibits
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Exhibit
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Description
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Exhibit 20
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Tender and Support Agreement, dated as of March 11, 2018, by and among LM US Parent, Inc., Camden Merger Sub, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Cogentix Medical, Inc. filed with the SEC on March 12, 2018).
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Date: March 21, 2018
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Lewis C. Pell
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By:
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/s/ Lewis C. Pell
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Reporting Person
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Exhibit
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Description
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Exhibit 1
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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).
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Exhibit 2
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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).
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Exhibit 3
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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).
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Exhibit 4
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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).
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Exhibit 5
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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).
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Exhibit 6
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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).
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Exhibit 7
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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).
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Exhibit 8
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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).
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Exhibit 9
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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).
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Exhibit 10
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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).
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Exhibit 11
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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).
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Exhibit 12
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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).
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Exhibit 13
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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).
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Exhibit 14
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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).
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Exhibit 15
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Letter, dated April 4, 2016, from Lewis C. Pell to the Board of Directors of Cogentix Medical, Inc. (incorporated by reference to Exhibit 15 to Amendment No. 8 to the Schedule 13D filed with the SEC by Lewis C. Pell on April 4, 2016).
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Exhibit 16
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Press release, dated April 27, 2016 (incorporated by reference to Exhibit 16 to Amendment No. 14 to the Schedule 13D filed with the SEC by Lewis C. Pell on April 29, 2016).
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Exhibit 17
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Note Exchange Agreement, dated September 7, 2016, by and between Cogentix Medical, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Cogentix Medical, Inc. filed with the SEC on September 8, 2016).
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Exhibit 18
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Voting Agreement, dated September 7, 2016, by and between Accelmed Growth Partners, L.P. and Lewis C. Pell (incorporated by reference to Exhibit 18 to Amendment No. 17 to the Schedule 13D filed with the SEC by Lewis C. Pell on September 8, 2016).
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Exhibit 19
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Registration Rights Agreement, dated November 3, 2016, by and among Cogentix Medical, Inc., Accelmed Growth Partners, L.P. and Lewis C. Pell (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K of Cogentix Medical, Inc. filed with the SEC on November 4, 2016).
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Exhibit 20
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Tender and Support Agreement, dated as of March 11, 2018, by and among LM US Parent, Inc., Camden Merger Sub, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Cogentix Medical, Inc. filed with the SEC on March 12, 2018).
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