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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $ 1.28 | 02/13/2019 | A | 10,000 | 03/31/2019(3) | 12/31/2025 | Common Stock | 10,000 | $ 0 | 10,000 | D | ||||
| Stock Options | $ 1.59 | 05/14/2018 | A | 13,000 | 05/14/2018(4) | 05/31/2023 | Common Stock | 13,000 | $ 0 | 13,000 | D | ||||
| Stock Options | $ 9.38 | 03/31/2014 | A | 750 | 03/31/2014 | 03/31/2019 | Common Stock | 750 | $ 0 | 750 | D | ||||
| Stock Options | $ 11.73 | 05/16/2014 | A | 750 | 05/16/2014 | 05/15/2019 | Common Stock | 750 | $ 0 | 750 | D | ||||
| Stock Options | $ 9.24 | 08/21/2014 | A | 750 | 08/21/2014 | 08/20/2019 | Common Stock | 750 | $ 0 | 750 | D | ||||
| Stock Options | $ 10.26 | 11/24/2014 | A | 1,750 | 11/24/2014 | 11/23/2019 | Common Stock | 1,750 | $ 0 | 1,750 | D | ||||
| Stock Options | $ 10.05 | 04/16/2015 | A | 3,000 | (5) | 04/05/2020 | Common Stock | 3,000 | $ 0 | 3,000 | D | ||||
| Stock Options | $ 4.64 | 06/02/2016 | A | 3,000 | (6) | 06/01/2021 | Common Stock | 3,000 | $ 0 | 3,000 | D | ||||
| Stock Options (right to purchase) | $ 1.69 | 01/02/2018 | A | 3,000 | 01/02/2018 | 12/31/2022 | Common Stock | 3,000 | $ 0 | 3,000 | D | ||||
| Convertible Notes | $ 1.5 | 09/30/2018 | J(7) | $ 1,300,000 | 09/30/2018 | 12/31/2020 | Common Stock | 866,666 (8) | $ 1,300,000 | $ 1,300,000 | D | ||||
| Convertible Notes | $ 0.93 | 01/15/2019 | P | $ 1,000,000 | 01/15/2019 | 12/31/2020 | Common Stock | 1,075,268 (8) | $ 1,000,000 | $ 1,000,000 | D | ||||
| Convertible Notes | $ 1.5 | 09/30/2018 | J(9) | $ 382,000 | 09/30/2018 | 12/31/2020 | Common Stock | 254,666 (8) | $ 382,000 | $ 382,000 | I | See Note (9) | |||
| Convertible Notes | $ 0.93 | 01/15/2019 | J(10) | $ 80,000 | 01/15/2019 | 12/31/2020 | Common Stock | 86,021 (8) | $ 80,000 | $ 80,000 | I | See Note (10) | |||
| Warrants | $ 1.4 | 10/01/2018 | J(11) | 17,500 | 10/01/2018 | 09/30/2023 | Common Stock | 17,500 | $ 0 | 17,500 | I | See Note (11) | |||
| Warrants | $ 8.72 | 01/01/2014 | A | 10,000 | 04/01/2014 | 12/31/2019 | Common Stock | 10,000 | $ 0 | 10,000 | I | See Note (12) | |||
| Warrants | $ 5 | 08/19/2016 | P | 61,817 | 08/19/2016 | 07/31/2021 | Common Stock | 61,817 | $ 0 | 61,817 | D | ||||
| Warrants | $ 6.15 | 10/13/2016 | J(13) | 16,500 | 11/27/2016 | 05/26/2021 | Common Stock | 16,500 | $ 0 | 16,500 | D | ||||
| Warrants | $ 6.15 | 10/13/2016 | J | 19,300 | 09/01/2016 | 07/31/2021 | Common Stock | 19,300 | $ 0 | 19,300 | D | ||||
| Warrants | $ 3 | 11/23/2016 | P | 88,889 | 11/23/2016 | 11/30/2021 | Common Stock | 88,889 | $ 0 | 88,889 | D | ||||
| Warrants | $ 3 | 12/22/2016 | P | 22,814 | 12/22/2016 | 11/30/2021 | Common Stock | 22,814 | $ 0 | 111,703 | D | ||||
| Warrants | $ 3 | 03/15/2017 | J | 19,000 | 11/22/2016 | 11/30/2021 | Common Stock | 19,000 | $ 0 | 130,703 | D | ||||
| Warrants | $ 1.5 | 11/29/2017 | P | 48,000 | 01/29/2017 | 11/30/2022 | Common Stock | 48,000 | $ 0 | 48,000 | D | ||||
| Warrants | $ 3 | 03/15/2017 | J(13) | 13,000 | 12/22/2016 | 11/30/2021 | Common Stock | 13,000 | $ 0 | 143,703 | D | ||||
| Warrants | $ 4.45 | 03/15/2017 | J(13) | 7,880 | 02/17/2017 | 01/31/2022 | Common Stock | 7,880 | $ 0 | 7,880 | D | ||||
| Warrants | $ 3.3 | 03/15/2017 | J(13) | 4,850 | 03/08/2017 | 01/31/2022 | Common Stock | 4,850 | $ 0 | 4,850 | D | ||||
| Warrants | $ 3.78 | 03/15/2017 | J(13) | 4,775 | 03/15/2017 | 01/31/2022 | Common Stock | 4,775 | $ 0 | 4,775 | D | ||||
| Warrants | $ 4 | 03/21/2017 | J(13) | 964 | 03/21/2017 | 01/31/2022 | Common Stock | 964 | $ 0 | 964 | D | ||||
| Warrants | $ 1.5 (14) | 05/12/2017 | P | 98,591 (15) | 05/12/2017 | 05/12/2022 | Common Stock | 98,591 (15) | $ 0 | 98,591 (15) | D | ||||
| Warrants | $ 3.78 | 03/15/2017 | J(16) | 3,354 | 03/15/2017 | 01/31/2022 | Common Stock | 3,354 | $ 0 | 3,354 | I | See Note (16) | |||
| Warrants | $ 4 | 03/21/2017 | J(16) | 615 | 03/21/2017 | 01/31/2022 | Common Stock | 615 | $ 0 | 615 | I | See Note (16) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TAGLICH MICHAEL N C/O TAGLICH BROTHERS, INC. 790 NEW YORK AVENUE, SUITE 209 HUNTINGTON, NY 11743 |
X | X | ||
| /s/ Michael N. Taglich | 02/19/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Includes shares previously owned by a partnership of which Reporting Person was a General Partner, received upon liquidation at the end of 2018. |
| (2) | Represents shares owned by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President. |
| (3) | Vests as to 2,500 shares on March 31, 2019, and an additional 2,500 shares on each of June 30, 2019, September 31, 2019 and December 31, 2019. |
| (4) | Fully vested as of 12/31/2018. |
| (5) | Fully vested as of 11/01/2016. |
| (6) | Fully vested as of 01/01/2017. |
| (7) | Represents Issuer's 6% convertible notes received pursuant to amendment to Issuer's 8% convertible notes. |
| (8) | Does not include shares issued upon conversion for accrued interest on the Notes. |
| (9) | Represents 6% convertible notes issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, pursuant to amendment to Issuer's 8% convertible notes originally issued in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 8% convertible notes. |
| (10) | Represents 7% convertible notes issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, issued in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 7% convertible notes in January 2019. |
| (11) | Represents warrants issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, for acting as placement agent for the sale of Issuer's shares of common stock in October 2018. |
| (12) | Represents warrants received by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, pursuant to Capital Markets Advisory Agreement. |
| (13) | Assignment of a portion of Placement Agent Warrants originally issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President. |
| (14) | Exercise price was reduced from $2.49 to $1.50 per share, the public offering price of the Issuer's common stock in the Issuer's public offering which closed on July 12, 2017, pursuant to the terms of the warrant. |
| (15) | Includes warrants previously owned by a partnership of which Reporting Person was a General Partner, received upon liquidation at the end of 2018 |
| (16) | Represents warrants received by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, which acted as placement agent for the sale of Issuer's 8% convertible notes, in lieu of cash payment of commissions. |