1.
|
NAMES OF REPORTING PERSONS
|
Merida Capital Partners LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
2,676,997 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
2,676,997 (1)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,676,997 (1)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.9%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
|
Merida Capital Partners II LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,453,602 (2)
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,453,602 (2)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,453,602 (2)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
3.8%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
|
Merida Capital Partners III LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
725,807 (3)
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
725,807 (3)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
725,807 (3)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.9%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
|
Merida Manager, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
2,676,997 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
2,676,997 (1)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,676,997 (1)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.9%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
|
(1)
|
Includes 975,000 shares of common stock underlying warrants held by Merida Capital Partners LP.
|
1.
|
NAMES OF REPORTING PERSONS
|
Merida Manager II, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,453,602 (2)
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,453,602 (2)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,453,602 (2)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
3.8%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
|
(2)
|
Includes 80,645 shares of common stock underlying warrants held by Merida Capital Partners II LP.
|
1.
|
NAMES OF REPORTING PERSONS
|
Merida Manager III, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
725,807 (3)
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
725,807 (3)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
725,807 (3)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.9%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
(3)
|
Includes 241,936 shares of common stock underlying warrants held by Merida Capital Partners III LP.
|
1.
|
NAMES OF REPORTING PERSONS
|
Merida Advisor, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
4,856,406 (4)
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
4,856,406 (4)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,856,406 (4)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
12.6%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO, IA
|
(4)
|
Includes 1,297,581 shares of common stock underlying warrants held by Merida Capital Partners LP, Merida Capital Partners II LP and Merida Capital Partners III LP.
|
1.
|
NAMES OF REPORTING PERSONS
|
Mitchell Baruchowitz
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
4,856,406 (4)
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
4,856,406 (4)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,856,406 (4)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
12.6%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
(5)
|
Includes 1,297,581 shares of common stock underlying warrants held by Merida Capital Partners LP, Merida Capital Partners II LP and Merida Capital Partners III LP.
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
Item 2(a). |
Name of Persons Filing:
|
•
|
Merida Capital Partners, LP, a Delaware limited partnership (the “MCP I”);
|
•
|
Merida Capital Partners II LP, a Delaware limited partnership (“MCP II”);
|
•
|
Merida Capital Partners III LP, a Delaware limited partnership (“MCP III”);
|
•
|
Merida Manager, LLC, a Delaware limited liability company (“Merida GP I”);
|
•
|
Merida Manager II LLC, a Delaware limited liability company (“Merida GP II”);
|
•
|
Merida Manager III LLC, a Delaware limited liability company (“Merida GP III”);
|
•
|
Merida Advisor, LLC, a Delaware limited liability company (“Merida Advisor”); and
|
•
|
Mitchell Baruchowitz, a United States citizen (“Mr. Baruchowitz”).
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
Item 2(c). |
Citizenship:
|
Item 2(d). |
Title of Class of Securities:
|
Item 2(e). |
CUSIP Number:
|
Item 3. |
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a)
|
[ ]
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
(b)
|
[ ]
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
(c)
|
[ ]
|
Insurance company defined in Section 3(a)(19) of the Exchange Act.
|
|
(d)
|
[ ]
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
(e)
|
[ ]
|
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
(f)
|
[ ]
|
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
(g)
|
[ ]
|
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
(h)
|
[ ]
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
|
[ ]
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
(j)
|
[ ]
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
[ ]
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
Item 4. |
Ownership.
|
(a) |
Amount beneficially owned:
|
(i)
|
MCP I owned 2,676,997 shares of Common Stock, consisting of (i) 1,701,997 shares of Common Stock held directly and (ii) 975,000 shares of Common Stock issuable upon the exercise of
certain warrants held by MCP I;
|
(ii)
|
MCP II owned 1,453,602 shares of Common Stock, consisting of (i) 1,372,957 shares of Common Stock held directly and (ii) 80,645 shares of Common Stock issuable upon the exercise of
certain warrants held by MCP II;
|
(iii)
|
MCP III owned 725,807 shares of Common Stock, consisting of (i) 483,871 shares of Common Stock held directly and (ii) 241,936 shares of Common Stock issuable upon the exercise of certain
warrants held by MCP III;
|
(iv)
|
Merida GP I, as the general partner of MCP I, may be deemed to beneficially own the 2,676,997 shares of Common Stock owned by MCP I;
|
(v)
|
Merida GP II, as the general partner of MCP II, may be deemed to beneficially own the 1,453,602 shares of Common Stock owned by MCP II;
|
(vi)
|
Merida GP III, as the general partner of MCP III, may be deemed to beneficially own the 725,807 shares of Common Stock owned by MCP III;
|
(viii)
|
Merida Advisor, as the investment manager of MCP I, MCP II and MCP III, may be deemed to beneficially own the 4,856,406 shares of Common Stock collectively owned by MCP I, MCP II and MCP
III.
|
(ix)
|
Mr. Baruchowitz, as the general partner of Merida GP I, Merida GP II, Merida GP III and Merida Advisor, may be deemed to beneficially own the 4,856,406 shares of Common Stock deemed
collectively beneficially owned by Merida GP I, Merida GP II, Merida GP III and Merida Advisor.
|
(b) |
Percent of Class:
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote:
|
(ii) |
Shared power to vote or to direct the vote:
|
(iii) |
Sole power to dispose or to direct the disposition:
|
(iv) |
Shared power to dispose or to direct the disposition:
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|