Page 5 of 8 – SEC Filing CUSIP No. 76118L102
Item 4. Purpose of Transaction.
The Shares covered by this statement were
acquired in the ordinary course of business solely for investment purposes and not for the purposes of participating in or influencing
the management of the Issuer.
The Reporting Persons do not have any present
plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries; (iv) any change in the present board of directors or management of the issuer, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change
in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or
corporate structure; (vii) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to
be de-listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or (x) any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting
Persons reserve the right to discuss various views and opinions with respect to the Issuer and its business plans with the Issuer.
Item 5. Interest in Securities
of the Issuer.
(a) The aggregate percentage of shares reported owned by each person named herein is based on 19,245,932
Common Stock shares; which is 16,782,254 shares of Common Stock outstanding as of November 8, 2017 (reported in the Issuer’s
last Form 10-Q) plus the number of shares resulting from the exercise of warrants reported in the Issuer’s 8-K of December
19, 2017; 2,463,678.
As of the close of business on
the date hereof, Longboard, as the investment advisor to the Investment Vehicles, and Brett Conrad, as the managing member, may
be deemed to beneficially own the 4,229,259 Shares (including shares issuable upon exercise of warrants) owned in the aggregate
by the Investment Vehicles, constituting approximately 21.97% of the shares of Common Stock outstanding.
(b) The Reporting Persons possess the sole power to vote, and/or to direct the disposition of the shares
held by the Reporting Persons.
(c) On December 19, 2017, the Issuer entered into a Warrant Exercise
Agreement (the “Grayboard Exercise Agreement”) with Grayboard Investments, Ltd. (“Grayboard”)
to induce us to exercise our existing warrant issued in February 2017. Pursuant to the agreement, we exercised in full
our February 2017 warrant and purchased 1,626,898 shares of common stock at an exercise price of $8.25 per share, for an aggregate
exercise price of approximately $13.4 million, and we were paid an inducement fee of approximately $6.7 million. The foregoing
summary of the Grayboard Exercise Agreement and the transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Grayboard Exercise Agreement, a copy of which is Exhibit 10.1 to
the Issuer’s 8-K of December 19, 2017 and is incorporated herein by reference.
On December 19, 2017, Blue Earth
Fund, LP paid $308,880 to exercise 120,000 warrants (alongside the Grayboard Exercise Agreement above).
On September 25, 2017, Blue Earth
Fund, LP and Conrad Group Inc. Defined Benefit Plan each purchased, through Purchase Agreements, 5300 units at $4.70 per unit for
total aggregate gross proceeds of $49,820. Each unit consists of one share of Common Stock and one warrant to purchase one share
of Common Stock at an exercise price of $4.85 per share.
On February 22, 2017, Grayboard
Investments, Ltd entered into that certain securities purchase agreement with the Issuer in which the Issuer sold 1,626,898 units
at a price of $4.61 per unit for total aggregate gross proceeds of $7,500,000. Each unit consists of one share of Common Stock
and one warrant to purchase one share of Common Stock at an exercise price of $8.25 per share.
On January 12th, 13th
and 17th, 2017, Conrad Group Inc. Defined Benefit Plan purchased, through brokerage transactions on the open market,
a total of 20,000 Common Shares at a purchase price of $4.28 per share for total aggregate gross proceeds of $85,600.
On January 04, 2017 Grayboard
Investments, Ltd purchased on the open market 13,200 shares of Common Stock for the aggregate gross proceeds of $64,364.52 at a
price of $4.87 per share.
Page 5 of 8
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CUSIP No. 76118L102
Item 4. Purpose of Transaction.
The Shares covered by this statement were
acquired in the ordinary course of business solely for investment purposes and not for the purposes of participating in or influencing
the management of the Issuer.
The Reporting Persons do not have any present
plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries; (iv) any change in the present board of directors or management of the issuer, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change
in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or
corporate structure; (vii) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to
be de-listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or (x) any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting
Persons reserve the right to discuss various views and opinions with respect to the Issuer and its business plans with the Issuer.
Item 5. Interest in Securities
of the Issuer.
| (a) | The aggregate percentage of shares reported owned by each person named herein is based on 19,245,932 Common Stock shares; which is 16,782,254 shares of Common Stock outstanding as of November 8, 2017 (reported in the Issuer’s last Form 10-Q) plus the number of shares resulting from the exercise of warrants reported in the Issuer’s 8-K of December 19, 2017; 2,463,678. |
As of the close of business on
the date hereof, Longboard, as the investment advisor to the Investment Vehicles, and Brett Conrad, as the managing member, may
be deemed to beneficially own the 4,229,259 Shares (including shares issuable upon exercise of warrants) owned in the aggregate
by the Investment Vehicles, constituting approximately 21.97% of the shares of Common Stock outstanding.
| (b) | The Reporting Persons possess the sole power to vote, and/or to direct the disposition of the shares held by the Reporting Persons. |
| (c) | On December 19, 2017, the Issuer entered into a Warrant Exercise Agreement (the “Grayboard Exercise Agreement”) with Grayboard Investments, Ltd. (“Grayboard”) to induce us to exercise our existing warrant issued in February 2017. Pursuant to the agreement, we exercised in full our February 2017 warrant and purchased 1,626,898 shares of common stock at an exercise price of $8.25 per share, for an aggregate exercise price of approximately $13.4 million, and we were paid an inducement fee of approximately $6.7 million. The foregoing summary of the Grayboard Exercise Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Grayboard Exercise Agreement, a copy of which is Exhibit 10.1 to the Issuer’s 8-K of December 19, 2017 and is incorporated herein by reference. |
On December 19, 2017, Blue Earth
Fund, LP paid $308,880 to exercise 120,000 warrants (alongside the Grayboard Exercise Agreement above).
On September 25, 2017, Blue Earth
Fund, LP and Conrad Group Inc. Defined Benefit Plan each purchased, through Purchase Agreements, 5300 units at $4.70 per unit for
total aggregate gross proceeds of $49,820. Each unit consists of one share of Common Stock and one warrant to purchase one share
of Common Stock at an exercise price of $4.85 per share.
On February 22, 2017, Grayboard
Investments, Ltd entered into that certain securities purchase agreement with the Issuer in which the Issuer sold 1,626,898 units
at a price of $4.61 per unit for total aggregate gross proceeds of $7,500,000. Each unit consists of one share of Common Stock
and one warrant to purchase one share of Common Stock at an exercise price of $8.25 per share.
On January 12th, 13th
and 17th, 2017, Conrad Group Inc. Defined Benefit Plan purchased, through brokerage transactions on the open market,
a total of 20,000 Common Shares at a purchase price of $4.28 per share for total aggregate gross proceeds of $85,600.
On January 04, 2017 Grayboard
Investments, Ltd purchased on the open market 13,200 shares of Common Stock for the aggregate gross proceeds of $64,364.52 at a
price of $4.87 per share.
| Page 5 of 8 |
