Amendment No. 7 amends and supplements Item 4 of the Statement by adding the following after "July 2017 Amended Warrants" in Amendment No. 6:

"August 2017 Securities Purchase Agreement

On August 11, 2017, MF Ventures and the Issuer entered to a Securities Purchase Agreement (the "August 2017 SPA").  Pursuant to the August 2017 SPA, MF Ventures purchased the following for $1,500,000:

·

300,000 Common Shares (the "August 2017 Shares"), and

·

Warrants exercisable to purchase 300,000 Common Shares at an initial exercise price of $5.25 (the "August 2017 Warrants").

 

 

The August 2017 Warrants are immediately exercisable and have a term of five years.  If, from August 11, 2017 to December 31, 2017, the Issuer otherwise issues Common Shares at an effective price less than $5.00 per share (the "Base Price"), then the exercise price of the August 2017 Warrants will be reduced to 105% of the Base Price, except such adjustment will not happen under certain exempt circumstances.

Further, pursuant to a Registration Rights Agreement, dated August 11, 2017 (the "August 2017 RR Agreement"), the Issuer will file a registration statement with the SEC to register the resale of the August 2017 Shares and the Common Shares issuable upon the exercise of the August 2017 Warrants.  The Issuer bears all fees and expenses attendant to registering such shares.

The foregoing descriptions of the August 2017 SPA, August 2017 Warrants, the August 2017 RR Agreement are qualified in their entirety by this reference to the complete form of these agreements that are attached hereto as Exhibits 17, 18, and 19, and are incorporated by reference into Item 4 of Amendment 7.

The Share Consolidation adjusted the March 2017 Warrant so that, after such adjustment, MF Ventures could purchase 181,818 Common Shares at $7.50 per share.  Because Common Shares were issued at $5.00 per share under the August 2017 SPA, which was less than the post-Share Consolidation exercise price of $7.50, the March 2017 Warrant was further adjusted such that MF will be able to purchase 272,727 Common Shares at $5.00 per share."

Amendment No. 7 amends and supplements Item 4 of the Statement by deleting the disclosure under the heading "Further Matters" in Amendment No. 6 and adding the following in its place:

"On March 7, 2017, MF Ventures filed a Form 144 with the SEC disclosing its intent to sell up to approximately 62,683 Common Shares and, from March 7, 2017 to March 20, 2017, MF Ventures sold approximately 35,609 Common Shares.

On May 11, 2017, MF Ventures filed a Form 144 with the SEC disclosing its intent to sell up to approximately 114,185 Common Shares and, from March 21, 2017 to May 18, 2017, MF Ventures sold approximately 55,731 Common Shares.

Further, from May 19, 2017 to August 11, 2017, MF Ventures sold approximately 46,558 Common Shares.  Subject to applicable securities laws and regulations, market conditions, and other factors, the Reporting Persons plan to sell Common Shares opportunistically, but reserve the right to acquire securities of the Issuer, including Common Shares.  There can be no assurance, however, that any Reporting Person will take any such actions.

Notwithstanding anything in this Statement to the contrary, each Reporting Person specifically reserves the right to change its intention with respect to any and all matters disclosed or referenced herein.  In reaching any decision with respect to any course of action, each Reporting Person expects it would take into consideration a variety of factors including, but not limited to, the Issuer's business and prospects, other business opportunities available to the Reporting Person, changes in applicable laws and regulations, general economic conditions, worldwide money and equity market conditions (including the market price of the securities of the Issuer), tax considerations, and any other factors deemed relevant.  Further, the Reporting Persons intend to review their investment on a regular basis and, as a result of such review, may determine at any time or from time to time, either alone or as part of a group:

 

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Item 5.

Interest in Securities of the Issuer.

 

Amendment No. 7 amends and restates Item 5 of the Statement as follows:

 

Pursuant to the August 2017 SPA, the Issuer had 5,996,639 Common Shares issued and outstanding as of July 31, 2017 and issued 600,000 Common Shares under such agreement for a total of 6,596,639 Common Shares issued and outstanding (the "Outstanding Shares").

As of August 18, 2017, each Reporting Person may be deemed to beneficially own in the aggregate 2,267,297 Common Shares, which consists of: (i) 1,694,570 Commons Shares issued and outstanding to MF Ventures (the "MF Shares"), (ii) 272,727 Common Shares issuable under the March 2017 Warrant—assuming no 4.99% Blocker, and (iii) 300,000 Common Shares issuable under the August 2017 Warrants.

As of August 18, 2017, assuming the 4.99% Blocker is effective, each Reporting Person may be deemed to beneficially own in the aggregate 1,994,570 Common Shares, which consists of: (i) the MF Shares, and (ii) the August 2017 Warrants.

Further, as of August 18, 2017, each Reporting Person may be deemed to beneficially own 31.6% of the class of Common Shares, assuming 7,169,366 Common Shares outstanding, which consists of (i) the Outstanding Shares, (ii) 272,727 Common Shares issuable under the March 2017 Warrant—assuming no 4.99% Blocker, and (iii) the August 2017 Warrants.

In addition, as of August 18, 2017 assuming the 4.99% Blocker is effective, each Reporting Person may be deemed to beneficially own 28.9% of the class of Common Shares, assuming 6,869,366 Common Shares outstanding, which consists of (i) the Outstanding Shares, and (ii) the August 2017 Warrants.

No Reporting Person has the sole power to vote or direct the vote or sole power to dispose or direct the disposition of the Common Shares.  Each Reporting Person has the shared power to vote or to direct the vote or shared power to dispose or direct the disposition of the Common Shares.

Other than for purposes of Rule 13d-3, the foregoing statements will not be deemed to constitute an admission by each Reporting Person that the Reporting Person is the beneficial owner of any Common Shares disclosed under this Statement, and such beneficial ownership is expressly disclaimed."

(c)

 

The disclosure under the heading "August 2017 Securities Purchase Agreement" of Item 4 of Amendment No. 7 is incorporated herein by reference.

(d)

None.

(e)

 

Not Applicable."

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

 

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