Page 3 of 4 – SEC Filing
The following constitutes Amendment No 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended to read as follows:
The consideration for the purchase of the securities on March 13, 2018 reported herein by the Reporting Person was derived from available capital of the Funds managed by Paulson, and a total of approximately $2,052,736 was paid to acquire such securities.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 13, 2018, the Reporting Person acquired an additional 4,105,472 shares of Common Stock in a private placement, whereby the Issuer issued an additional 24,000,000 shares of Common Stock, by entering into a subscription agreement (the “Subscription Agreement”) with the Reporting Person.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
(a) The aggregate percentage of Common Stock reported owned by the Reporting Person is based upon approximately 186,392,996 shares of Common Stock outstanding, which is based upon (i) 162,392,996 shares of Common Stock outstanding as disclosed in the Issuer’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2017, and (ii) the issuance by the Issuer of an additional 24,000,000 shares of Common Stock as described in the Subscription Agreement. As of the date hereof, the Reporting Person may be deemed to have beneficially owned approximately 31.97% of the outstanding Common Stock.
(b) Number of shares of Common Stock as to which Paulson has:
(i) Sole power to vote or direct the vote: 59,593,314 (see Note 1).
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 59,593,314 (see Note 1).
(iv) Shared power to dispose or direct the disposition: 0
(c) On March 13, 2018, the Reporting Person acquired from the Issuer, in a private placement, 4,105,472 shares of Common Stock at a price of $0.50 per share.
(d) See Note 1.
(e) Not applicable.
Note 1: Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the Funds. In its role as investment advisor, or manager, as the case may be, Paulson possesses voting and investment power over the securities of the Issuer described in this Schedule 13D that are owned by the Funds. The pecuniary interest of all securities reported in this Schedule is owned by the Funds. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial ownership of all securities reported in this Schedule 13D.
For reporting purposes, the aggregate amount of Common Stock deemed to be beneficially owned by the Reporting Person is calculated based on an aggregate of 59,593,314 shares of Common Stock beneficially held by the Reporting Person as of the date hereof.
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