herein by reference, contains customary representations, warranties, covenants, and indemnities of the parties. The source of funds for the Issued Securities was Other, because RMI
sold its pro rata share of the Maxim Interests to the Issuer in exchange for the Issued Securities.
On December 14, 2017, the Board
awarded 188,500 shares of Common Stock, in the form of a restricted stock award (the
December
RSA
) to the Reporting Person, as reported in the Issuers Current Report on Form
8-K,
filed with the SEC on December 20, 2017. The December RSA was issued in accordance with the 2017 Equity Incentive Plan of the Issuer as annual compensation for services the Reporting Person rendered
to the Issuer as a member of the Board. The Board determined that each share of Common Stock comprising the December RSA had a fair market value of $0.20 on the date of grant. The December RSA will fully vest on September 21, 2018, in
accordance with the terms of the Restricted Stock Award for Board Compensation, in the form filed as
Exhibit 2
hereto and incorporated herein by reference. The source of funds for the 188,500 shares of Common Stock issued pursuant to
the December RSA was Other, because the December RSA was awarded in exchange for services rendered to the Issuer.
On
September 21, 2017, the Board awarded a total of 65,000 shares of Common Stock, in the form of a restricted stock award (the
September RSA
) to the Reporting Person, as reported in the Issuers Current Report on Form
8-K,
filed with the SEC on October 10, 2017. The September RSA was issued in accordance with the 2017 Equity Incentive Plan of the Issuer as annual compensation for services the Reporting Person rendered to the
Issuer as a member of the Board. The Board determined that each share of Common Stock comprising the September RSA had a fair market value of $0.20 on the date of grant. The September RSA will fully vest on September 21, 2018, in accordance
with the terms of the Restricted Stock Award for Board Compensation, in the form filed as
Exhibit 2
hereto and incorporated herein by reference. The source of funds for the 65,000 shares of Common Stock issued pursuant to the September RSA
was Other, because the September RSA was awarded in exchange for services rendered to the Issuer.
Item 4.
|
Purpose of Transaction.
|
The information set forth in
Item 3
above referencing the Reporting Persons acquisition of and right to acquire Common Stock
pursuant to the Purchase Agreement, December RSA, and September RSA, is incorporated by reference in this
Item
4
. The Reporting Person has acquired such securities for his own account, without any intention to resell or engage in a
distribution thereof.
As of the date of this Schedule 13D/A, other than the Purchase Agreement, December RSA, and September RSA, each as
discussed herein, the Reporting Person does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) any extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present Board or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate
structure; (g) changes in the Issuers charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) changes causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. However, the Reporting Person reserves the right to
propose, undertake, or participate in any of the foregoing actions in the future.