1
|
NAMES OF REPORTING PERSONS:
Meadow, William D.
|
|||||||||||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
||||||||||||||
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):
|
|||||||||||||
OO
|
||||||||||||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
|
|||||||||||||
o
|
||||||||||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|||||||||||||
United States
|
||||||||||||||
7
|
SOLE VOTING POWER:
|
|||||||||||||
NUMBER OF
|
1,035,094 (1) (3)
|
|||||||||||||
SHARES
|
8
|
SHARED VOTING POWER:
|
||||||||||||
BENEFICIALLY
|
||||||||||||||
OWNED BY
|
7,885,000 (2) (3)
|
|||||||||||||
EACH
|
9
|
SOLE DISPOSITIVE POWER:
|
||||||||||||
REPORTING
|
||||||||||||||
PERSON
|
1,035,094 (1) (3)
|
|||||||||||||
WITH
|
10
|
SHARED DISPOSITIVE POWER:
|
||||||||||||
7,885,000 (2) (3)
|
||||||||||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|||||||||||||
8,920,094 (1) (2) (3)
|
||||||||||||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES** (SEE INSTRUCTIONS):
|
|||||||||||||
o
|
||||||||||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|||||||||||||
57% (4)
|
||||||||||||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|||||||||||||
IN
|
(1)
|
Includes (i) 10,000 shares of Series D Convertible Preferred Stock that Mr. Meadow is entitled to receive which shall be issued upon the Issuer obtaining shareholder approval for, and the filing of an amendment to, the Issuer’s charter to increase the number of authorized shares of blank check Preferred Stock; (ii) options to purchase 205,019 shares of common stock held for the account of Mr. Meadow which may be exercised within 60 days; and (iii) 820,075 options to purchase common stock which may vest within 60 days. All beneficial ownership numbers and percentages exclude 2,255,207 options to purchase common stock which are not exercisable within 60 days.
|
(2)
|
Represents 7,885,000 shares of common stock to be issued upon the Issuer obtaining shareholder approval for, and the filling of an amendment to, the Issuer’s Charter (the “MVP Shares”) held by MV Patents LLC (“MVP”). Mr. Meadow is the managing member and beneficial owner of MVP, and, in such capacity, has voting and dispositive power over the MVP Shares.
|
(3) |
Reflects the anticipated reverse split of the Issuer’s common stock on a 1-for-100 reverse split basis.
|
(4) | Estimated based on 14,696,013 shares issued and outstanding on a post 1-for-100 reverse split basis as of April 8, 2014, which is based on 1,311,013 post 100-for-1 reverse split shares currently outstanding and gives effect to the issuance of 9,385,000 shares of common stock issuable in connection with the acquisition of MVP on a post-reverse-split basis and 4,000,000 shares of common stock to be issued following the effectiveness of the reverse split as a result in exchange for outstanding warrants. |
1
|
NAMES OF REPORTING PERSONS:
MV Patents LLC
|
|||||||||||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
||||||||||||||
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):
|
|||||||||||||
OO
|
||||||||||||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
|
|||||||||||||
o
|
||||||||||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|||||||||||||
Florida
|
||||||||||||||
7
|
SOLE VOTING POWER:
|
|||||||||||||
NUMBER OF
|
||||||||||||||
SHARES
|
8
|
SHARED VOTING POWER:
|
||||||||||||
BENEFICIALLY
|
||||||||||||||
OWNED BY
|
7,885,000 (1) (2)
|
|||||||||||||
EACH
|
9
|
SOLE DISPOSITIVE POWER:
|
||||||||||||
REPORTING
|
||||||||||||||
PERSON
|
||||||||||||||
WITH
|
10
|
SHARED DISPOSITIVE POWER:
|
||||||||||||
7,885,000 (1) (2)
|
||||||||||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|||||||||||||
7,885,000 (1) (2)
|
||||||||||||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES** (SEE INSTRUCTIONS):
|
|||||||||||||
o
|
||||||||||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|||||||||||||
54% (2)
|
||||||||||||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|||||||||||||
OO
|
(1)
|
Reflects the anticipated reverse split of the Issuer’s common stock on a 1-for-100 basis.
|
(2)
|
Estimated based on 14,696,013 shares issued and outstanding on a post 1-for-100 reverse split basis as of April 8, 2014, which is based on 1,311,013 post 100-for-1 reverse split shares currently outstanding and gives effect to the issuance of 9,385,000 shares of common stock issuable in connection with the acquisition of MVP on a post-reverse-split basis and 4,000,000 shares of common stock to be issued following the effectiveness of the reverse split in exchange for outstanding warrants.
|
(a)
|
This statement is being filed by William D. Meadow and MVP (collectively, the “Reporting Persons”).
|
(b)
|
MVP’s address is: 10752 Deerwood Park Blvd., S. Waterview II, Suite 100, Jacksonville, FL 32256. Mr. Meadow’s address is William Meadow, C/O MVP, 10752 Deerwood Park Blvd., S. Waterview II, Suite 100, Jacksonville, FL 32256.
|
(c)
|
N/A
|
(d)
|
During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
(e)
|
During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States Federal or State securities laws or finding any violations with respect to such laws.
|
(f)
|
United States/Florida
|
(a)
|
Includes (i) 10,000 shares of Series D Convertible Preferred Stock each of which is convertible into 1 share of common stock which shall be issued upon the Issuer obtaining shareholder approval for, and the filing of an amendment to, the Issuer’s charter to increase the number of authorized shares of blank check Preferred Stock; (ii) options to purchase 205,019 shares of common stock which may be exercised within 60 days; (iii) 820,075 options to purchase common stock which may vest within 60 days; and (iv) 7,885,000 shares of common stock to be issued to MVP upon the Issuer obtaining shareholder approval for, and the filling of an amendment to, the Issuer’s Charter. Mr. Meadow is the managing member and beneficial owner of MVP, and, in such capacity, has voting and dispositive power over the MVP Shares.
|
(b)
|
Mr. Meadow may be deemed to hold sole voting and dispositive power over 1,035,094 post reverse split shares of the Issuer’s common stock (1) and shares voting and dispositive power over 7,885,000 post reverse split shares of common stock (2).
|
(1)
|
Includes (i) 10,000 shares of Series D Convertible Preferred Stock held by Mr. Meadow which shall be issued upon the Issuer obtaining shareholder approval for, and the filing of an amendment to, the Issuer’s charter to increase the number of authorized shares of blank check Preferred Stock, and which will be automatically converted into shares of the Issuer’s common stock, on a one-for-one basis, upon the sooner of a “change of control” of the Issuer (as such term is defined in the Certificate of Series D Designation) or the listing of the Issuer’s common stock on a national securities exchange; (ii) options to purchase 205,019 shares of common stock which may be exercised within 60 days; and (iii) 820,075 options to purchase common stock which shall vest upon the Issuer’s achieving revenues of $20 million. All beneficial ownership numbers and percentages exclude 2,255,207 options to purchase common stock which are not exercisable within 60 days.
|
(2)
|
Includes 7,885,000 shares of common stock held by MVP which shall be issued upon the Issuer obtaining shareholder approval. Mr. Meadow is the managing member and beneficial owner of MVP, and, in such capacity, has voting and dispositive power over the securities held by MVP.
|
Exhibit
Number
|
Description
|
|
99.1
|
Joint Filing Agreement
|
|
Dated: April 9, 2014
|
By:
|
/s/ William D. Meadow
|
|
William D. Meadow
|
Dated: April 9, 2014
|
By:
|
/s/ William D. Meadow
|
|
William D. Meadow, Manager
|
Exhibit
Number
|
Description
|
|
99.1
|
Joint Filing Agreement
|