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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Platinum Partners Value Arbitrage Fund L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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12,168,434
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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12,168,434
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,168,434
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [x]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.1%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Platinum Management (NY) LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
|
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|
6.
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SHARED VOTING POWER
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12,168,434
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|
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7.
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SOLE DISPOSITIVE POWER
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0
|
|
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8.
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SHARED DISPOSITIVE POWER
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12,168,434
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
12,168,434
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|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [x]
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|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.1%
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12.
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TYPE OF REPORTING PERSON
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OO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Platinum Partners Liquid Opportunity Master Fund L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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2,486,397
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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2,486,397
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,486,397
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|
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.6%
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12.
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TYPE OF REPORTING PERSON
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PN
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|
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|
Platinum Liquid Opportunity Management (NY) LLC
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|
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
|
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6.
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SHARED VOTING POWER
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2,486,397
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|
|
7.
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SOLE DISPOSITIVE POWER
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0
|
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8.
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SHARED DISPOSITIVE POWER
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2,486,397
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,486,397
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
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|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.6%
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12.
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TYPE OF REPORTING PERSON
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OO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Mark Nordlicht
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
|
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(b) [ ]
|
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3.
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SEC USE ONLY
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4.
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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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5.
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SOLE VOTING POWER
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0
|
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6.
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SHARED VOTING POWER
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14,654,831
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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14,654,831
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|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
14,654,831
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [x]
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|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.7%
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12.
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TYPE OF REPORTING PERSON
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IN
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Name of Persons Filing:
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Ÿ
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Platinum Partners Value Arbitrage Fund L.P., a Cayman Islands limited partnership (“PPVA”);
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Ÿ
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Platinum Management (NY) LLC, a Delaware limited liability company (“Platinum Management”);
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Ÿ
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Platinum Liquid Opportunity Management (NY) LLC, a Delaware limited liability company (“Platinum Liquid Management”);
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Ÿ
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Platinum Partners Liquid Opportunity Master Fund L.P., a Cayman Islands limited partnership (“PPLO”);
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Ÿ
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Mark Nordlicht, a United States citizen.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Item 2(c).
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Citizenship:
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Item 2(d).
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Title of Class of Securities:
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Item 2(e).
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CUSIP Number: 63937X103
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[ ]
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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[ ]
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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[ ]
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[ ]
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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[ ]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a)
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Amount beneficially owned:
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As of the date hereof,
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(i)
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PPVA directly owned 12,168,434 shares of Common Stock and owned Series B Convertible Preferred Stock convertible into an additional 9,365,280 shares of Common Stock, which shall automatically convert into Common Stock upon the earlier to occur of: (i) the closing of a firm commitment underwritten public offering of Common Stock pursuant to an effective registration statement under Section 5 of the Securities Act of 1933, as amended, in which the gross cash proceeds to the Issuer (before underwriting discounts, commissions and fees) from such public offering are at least $10,000,000, or (ii) 180 days following the first trading date upon which the Common Stock equals or exceeds $7.00 per share, but excluding from such 180-day period any trading day on which the price is less than $5.00 per share, in each case subject to the limitations of the 9.99% Blocker (described below). Pursuant to the Certificate of Designations of the Series B Convertible Preferred Stock, each share of Series B Convertible Preferred Stock is convertible into 3,270 shares of Common Stock provided that the conversion would not result in the holder owning more than 9.99% of the Common Stock outstanding at the time of conversion except on 61 days' prior written notice to the Issuer that the holder waives such limitation (the "9.99% Blocker");
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(ii)
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Platinum Management, as the investment manager and general partner of PPVA, may be deemed to beneficially own the securities owned by PPVA;
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(iii)
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PPLO directly owned 2,486,397 shares of Common Stock; ,
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(iv)
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Platinum Liquid Management, as the investment manager of PPLO, may be deemed to beneficially own the securities owned by PPLO; and
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(v)
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Mr. Nordlicht, as the Chief Investment Officer of Platinum Management and Platinum Liquid Management, may be deemed to beneficially own the securities owned by PPVA and PPLO.
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(b)
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Percent of Class:
|
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(i)
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PPVA owned approximately 8.1% of the outstanding shares of Common Stock, and Platinum Management may be deemed to have beneficially owned approximately 8.1% of the outstanding shares of Common Stock;
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(ii)
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PPLO beneficially owned approximately 1.6% of the outstanding shares of Common Stock, and Platinum Liquid Management may be deemed to have beneficially owned approximately 1.6% of the outstanding shares of Common Stock; and
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(iii)
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Mr. Nordlicht may be deemed to have beneficially owned approximately 9.7% of the outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
|
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certification.
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Dated:
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February 20, 2015
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Dated:
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February 20, 2015
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