Will Slota
|
With copies to:
|
Chief Operating Officer
|
James G. Smith
|
Platinum Management (NY) LLC
|
Tarter Krinsky & Drogin LLP
|
152 West 57th Street, 4th Floor
|
1350 Broadway, 11th Floor
|
New York, New York 10019
|
New York, New York 10018
|
(212) 582-2222
|
(212) 216-8000
|
1
|
NAMES OF REPORTING PERSONS
Maximilian Resources, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
|
7 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
8 |
SHARED VOTING POWER
5,708,809
|
EACH
REPORTING
PERSON
|
9 |
SOLE DISPOSITIVE POWER
0
|
WITH
|
10 |
SHARED DISPOSITIVE POWER
5,708,809
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,708,809 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAMES OF REPORTING PERSONS
Maximilian Investors, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
|
7 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
8 |
SHARED VOTING POWER
5,708,809
|
EACH
REPORTING
PERSON
|
9 |
SOLE DISPOSITIVE POWER
0
|
WITH
|
10 |
SHARED DISPOSITIVE POWER
5,708,809
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,708,809 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAMES OF REPORTING PERSONS
Platinum Partners Credit Opportunities Master Fund LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
|
7 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
8 |
SHARED VOTING POWER
5,708,809
|
EACH
REPORTING
PERSON
|
9 |
SOLE DISPOSITIVE POWER
0
|
WITH
|
10 |
SHARED DISPOSITIVE POWER
5,708,809
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,708,809 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAMES OF REPORTING PERSONS
Platinum Credit Holdings LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
|
7 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
8 |
SHARED VOTING POWER
5,708,809
|
EACH
REPORTING
PERSON
|
9 |
SOLE DISPOSITIVE POWER
0
|
WITH
|
10 |
SHARED DISPOSITIVE POWER
5,708,809
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,708,809 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAMES OF REPORTING PERSONS
Platinum Credit Management LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
|
7 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
8 |
SHARED VOTING POWER
5,708,809
|
EACH
REPORTING
PERSON
|
9 |
SOLE DISPOSITIVE POWER
0
|
WITH
|
10 |
SHARED DISPOSITIVE POWER
5,708,809
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,708,809 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAMES OF REPORTING PERSONS
Mark Nordlicht
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
|
7 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
8 |
SHARED VOTING POWER
5,708,809
|
EACH
REPORTING
PERSON
|
9 |
SOLE DISPOSITIVE POWER
0
|
WITH
|
10 |
SHARED DISPOSITIVE POWER
5,708,809
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,708,809 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAMES OF REPORTING PERSONS
Uri Landesman
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
|
7 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
8 |
SHARED VOTING POWER
5,708,809
|
EACH
REPORTING
PERSON
|
9 |
SOLE DISPOSITIVE POWER
0
|
WITH
|
10 |
SHARED DISPOSITIVE POWER
5,708,809
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,708,809 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
|
14
|
TYPE OF REPORTING PERSON
IN
|
ITEM 1. | SECURITY AND ISSUER. |
ITEM 2. | IDENTITY AND BACKGROUND. |
ITEM 4. | PURPOSE OF TRANSACTION. |
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Dated: August 21, 2014
|
|
|
|
|
|
MAXIMILIAN INVESTORS, LLC
|
|
|
|
|
|
By:
|
/s/ URI LANDESMAN
|
|
Name: Uri Landesman
|
|
|
Title: President
|
|
|
|
|
|
MAXIMILIAN RESOURCES, LLC
|
|
|
|
|
|
By:
|
/s/ URI LANDESMAN
|
|
Name: Uri Landesman
|
|
|
Title: President
|
|
|
|
|
|
PLATINUM PARTNERS CREDIT OPPORTUNITIES MASTER FUND LP
|
||
|
|
|
By:
|
/s/ URI LANDESMAN
|
|
Name: Uri Landesman
|
|
|
Title: President
|
|
|
|
|
|
PLATINUM CREDIT HOLDINGS LLC
|
|
|
|
|
|
By:
|
/s/ URI LANDESMAN
|
|
Name: Uri Landesman
|
|
|
Title: President
|
|
|
|
|
|
PLATINUM CREDIT MANAGEMENT LP
|
|
|
|
|
|
By:
|
/s/ URI LANDESMAN
|
|
Name: Uri Landesman
|
|
|
Title: President
|
|
|
|
|
|
/s/ MARK NORDLICHT
|
|
|
Mark Nordlicht
|
|
|
|
|
|
/s/ URI LANDESMAN
|
|
|
Uri Landesman
|
|
Number
|
|
Description
|
|
|
|
1.
|
|
Amended and Restated Loan and Security Agreement dated as of August 28, 2013 (incorporated by reference to Exhibit 10.1 of the Issuer’s Form 8-K filed with the Commission on September 3, 2013).
|
|
|
|
2.
|
|
Assignment of Net Profits Interest dated as of August 28, 2013 (incorporated by reference to Exhibit 10.4 of the Issuer’s Form 8-K filed with the Commission on September 3, 2013).
|
|
|
|
3.
|
|
Warrant Agreement dated as of August 28, 2013 (incorporated by reference to Exhibit 10.5 of the Issuer’s Form 8-K filed with the Commission on September 3, 2013).
|
|
|
|
4.
|
|
First Amendment to Warrant Agreement dated as of February 14, 2014 (incorporated by reference to Exhibit 4 of the Schedule 13D filed with the Commission on May 28, 2014).
|
|
|
|
5.
|
|
Share Exchange Agreement dated as of May 19, 2014 (incorporated by reference to Exhibit 5 of the Schedule 13D filed with the Commission on May 28, 2014).
|
|
|
|
6.
|
|
Joint Filing Agreement filed here as Exhibit 6.
|
Dated: August 21, 2014
|
|
|
|
|
|
MAXIMILIAN INVESTORS, LLC
|
|
|
|
|
|
By:
|
/s/ URI LANDESMAN
|
|
Name: Uri Landesman
|
|
|
Title: President
|
|
|
|
|
|
MAXIMILIAN RESOURCES, LLC
|
|
|
|
|
|
By:
|
/s/ URI LANDESMAN
|
|
Name: Uri Landesman
|
|
|
Title: President
|
|
|
|
|
|
PLATINUM PARTNERS CREDIT OPPORTUNITIES MASTER FUND LP
|
||
|
|
|
By:
|
/s/ URI LANDESMAN
|
|
Name: Uri Landesman
|
|
|
Title: President
|
|
|
|
|
|
PLATINUM CREDIT HOLDINGS LLC
|
|
|
|
|
|
By:
|
/s/ URI LANDESMAN
|
|
Name: Uri Landesman
|
|
|
Title: President
|
|
|
|
|
|
PLATINUM CREDIT MANAGEMENT LP
|
|
|
|
|
|
By:
|
/s/ URI LANDESMAN
|
|
Name: Uri Landesman
|
|
|
Title: President
|
|
|
|
|
|
/s/ MARK NORDLICHT
|
|
|
Mark Nordlicht
|
|
|
|
|
|
/s/ URI LANDESMAN
|
|
|
Uri Landesman
|
|