SCHEDULE 13D

 

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Explanatory Note

This Amendment No. 7 amends and supplements the statement on Schedule 13D originally filed by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus and Lazarus Investment Partners LLLP ("Lazarus Partners") on September 25, 2013, as amended from time to time (the "Schedule 13D").  This Schedule 13D is also filed on behalf of Lazarus Macro Micro Partners LLLP ("Macro Micro Partners" and collectively with Lazarus Management, Mr. Borus and Lazarus Partners, the "Reporting Persons").  All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D.  The information set forth in response to each Item shall be deemed to be a response to all Items where such information is relevant.

Item 3.  Source and Amount of Funds or Other Consideration.

The responses to Items 4, 5 and 6 of the Schedule 13D are incorporated herein by reference.

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

On June 19, 2015, Lazarus Partners entered into an amended and restated promissory note with the Issuer in the principal amount of $500,000, bearing interest at 10% per annum, which amended the original promissory note issued on December 20, 2013 and which was scheduled to mature on June 20, 2015.  Pursuant to the amended and restated note, $250,000 of the note, plus accrued and unpaid interest on the original note, was paid by the Issuer to Lazarus Partners on June 22, 2015, and the balance of the note is scheduled to mature on September 20, 2015.

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby supplemented by adding the following:

Reference is made to items 7, 9, 11 and 13 of pages 2-5 of this Schedule 13D, which items are incorporated by reference.  The securities reported on this Schedule consist of 8,056,962 shares of common stock and warrants to purchase an additional 10,613,230 shares of common stock held by Lazarus Partners.  The securities reported on this Schedule 13D that are held by Macro Micro Partners consists of 3,000 shares of common stock.  The calculation of percentage of beneficial ownership in Item 13 of pages 2-5 was calculated using information obtained from the Issuer's Definitive Information Statement filed with the Securities and Exchange Commission on May 26, 2015 in which the Issuer stated that there were 78,720,788 shares of common stock outstanding as of May 8, 2015.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information disclosed in Item 4 is incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  June 23, 2015

 

 

 

 

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