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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The amounts shown represent the beneficial ownership of the issuer's securities by funds and certain managed accounts managed by Great Point Partners, LLC, which may deemed attributable to Mr. Davidson because Mr. Davidson is an employee of Great Point Partners, LLC and its nominee to the issuer's board of directors. Mr. Davidson disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. The amounts shown consist of securities collectively owned by the funds and managed accounts. |
(2) |
The securities are convertible immediately into common stock at any time without expiration. Each share of Series B Convertible Preferred Stock is currently convertible into two shares of common stock. The provisions of such preferred stock restrict the conversion of such preferred stock to the extent that, after giving effect to such conversion, the holder of the preferred stock and its affiliates and any other person or entities with which such holder would constitute a group would beneficially own in excess of 9.985% of the number of shares of Common Stock of the issuer outstanding immediately after giving effect to such conversion or exercise (the "Ownership Cap"). Therefore, the reporting person could be deemed to beneficially own such number of shares underlying such preferred stock as would result in total beneficial ownership by such reporting person up to the Ownership Cap. |
(3) |
These securities may be exercisable on July 28, 2017 into shares of common stock and expire on July 28, 2026. |
(4) |
These securities were issued to Mr. Davidson upon his election to the issuer's board of directors. |