Item 4 of the Statement is hereby supplemented as follows:

On August 1, 2016, Oracle Partners, L.P. (“Partners”) and Oracle Institutional Partners L.P. (“Institutional Partners”) entered into that certain Securities Purchase Agreement (the “Purchase Agreement”) dated August 1, 2016, by and among the Issuer, Partners, Institutional Partners and the other investors listed on Schedule I thereto (the “Investors”), pursuant to which (i) Partners agreed to purchase 32,566 shares of the Issuer’s Series C Participating Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), each convertible into 100 shares of Common Stock following stockholder approval, and warrants of the Issuer (the “Warrants”), exercisable for 749,027 shares of Common Stock at an exercise price of $2 per share, subject to the 19.99% Limitation (as defined below), and (ii) Institutional Partners agreed to purchase 4,425 shares of Preferred Stock and 101,770 Warrants, in each case, at a price of $113 per Preferred Share and $0.125 per Warrant. Beginning on January 1, 2017 and continuing so long as any shares of Preferred Stock remain outstanding, the Preferred Stock will bear interest at an initial rate of 2%, which interest rate will increase by 2% quarterly.  The Warrants become exercisable on February 8, 2017, six months after the closing of the purchase (the “Closing”), and have a term of five years from the date of issuance.

The Closing is expected to occur on August 8, 2016, subject to customary closing conditions. 

Under the Purchase Agreement, the Issuer grants certain registration rights to the Investors. The Issuer is obligated to use commercially reasonable efforts to file, within 30 days following receipt of the stockholder approval discussed below, a registration statement on Form S-3 to register the resale of the shares of Common Stock issued upon conversion of the Preferred Stock and shares of Common Stock that may be issued pursuant to the Warrants (collectively, the “Shares”) and to effect the registration no later than 90 days after the filing date. With certain exceptions, the Issuer is obligated to keep the registration statement effective until all of the Shares are sold. The Issuer will be responsible for all of its fees and expenses incurred in connection with registering the Shares.

Following the Closing, the Issuer will be required to hold a meeting of its stockholders in order to, among other things, satisfy NASDAQ requirements with respect to the issuance of Common Stock upon conversion of the Preferred Stock and exercise of the Warrants by certain holders (including the Reporting Persons) whose warrants will initially be subject to the 19.99% Limitation. The conversion of the Preferred Stock will occur automatically upon receipt of such stockholder approval, and no Warrants will be subject to the 19.99% Limitation following receipt of such stockholder approval. The “19.99% Limitation” means the provision contained in the Warrants prohibiting the holder thereof from exercising the Warrants to the extent that the exercise would result in the holder beneficially owning more than 19.99% of the outstanding shares of Common Stock.

 

 

Immediately prior to the effective time under the Securities Purchase Agreement, the Oracle Parties (defined below) also entered into that certain Amendment to Standstill Agreement, discussed in more detail Item 6, below.

Item 5 of the Statement is hereby amended and restated as follows:

As of the date hereof, Oracle Ten Fund Master, L.P. (“Ten Fund”) may be deemed to be the beneficial owner of 3,051,416 Shares, constituting approximately 5.12% of the Shares outstanding.

Ten Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,051,416  Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,051,416  Shares.

 

 

Oracle Associates, LLC (“General Partner”), as the general partner of Partners, Institutional Partners, and Ten Fund, may be deemed to be the indirect beneficial owner of 11,924,487 Shares held in Partners and Institutional, constituting approximately 19.99% of the Shares outstanding.

General Partner has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 11,924,487 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 11,924,487 Shares.

Oracle Investment Management, Inc. (“Manager”), as the investment manager of Ten Fund, may be deemed to be the indirect beneficial owner of 3,051,416 Shares held by Ten Fund, constituting approximately 5.12% of the Shares outstanding.

Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,051,416 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,051,416 Shares.

Mr. Feinberg serves as the managing member of the General Partner, and accordingly, may be deemed to be the indirect beneficial owner of the Shares beneficially owned by General Partner. Mr. Feinberg is the sole shareholder and president of the Manager, and accordingly, may be deemed to be the beneficial owner of the Shares beneficially owned by Manager. As of the date hereof, Mr. Feinberg may be deemed to be the beneficial owner of 11,924,487 Shares constituting approximately 19.99% of the Shares outstanding.

Mr. Feinberg has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 11,924,487 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 11,924,487 Shares.

 

	c)	As of the date hereof, no transaction in the Shares had been effected by the Reporting Persons within the past 60 days.
	d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
	e)	Not applicable.

 

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Item 4 is hereby incorporated by reference.

Item 6 of Schedule 13D is hereby amended by addition of the following:

On August 1, 2016, Mr. Feinberg, Partners, Institutional Partners, Ten Fund, General Partner, Manager (collectively, the “Oracle Parties”) and the Issuer entered into an Amendment to Standstill Agreement (the “Amendment”), pursuant to which the Issuer agreed to amend the Standstill Agreement dated November 10, 2015 among the Issuer and the Oracle Partners (the “Standstill Agreement”) to increase the limitation on the beneficial ownership contained therein from 25% to 30%, effective immediately prior to the closing of the transactions contemplated by the Securities Purchase Agreement.

Pursuant to the amended Standstill Agreement, the Oracle Parties agree that neither they, nor any of their affiliates or associates would (i) purchase or acquire any additional shares of Common Stock, if, after such purchase, the aggregate beneficial ownership (as determined in accordance with Rule 13d-3 under the Act) of the Oracle Parties and their affiliates and associates would exceed 30% of the issued and outstanding shares of Common Stock, or (ii) sell, transfer or otherwise convey any shares of Common Stock (or warrants or other rights to purchase or otherwise acquire shares of Common Stock) to anyone who will immediately thereafter beneficially own shares of Common Stock in excess of 20% of the issued and outstanding shares of Common Stock (calculated based on the number of shares of Common Stock then outstanding plus shares of Common Stock that could be issued to such person upon the exercise of outstanding options, warrants or other rights held by such person that are then exercisable or exercisable within 60 days of such transfer), as a result of such transfer and other transfers from third parties.