item 5.
Interest in Securities of the Issuer.
"On May 8, 2013, the Issuer and ALIAD entered into a Securities Purchase Agreement (the “Purchase Agreement”)pursuant to which the Issuer agreed to issue and sell to ALIAD 10,431 shares of the Issuer’s Series C Redeemable Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), for an original issue price of $2,595,400 in cash.
The Series C Preferred Stock is convertible into shares of Common Stock, at an original conversion price equal to $0.248794 per share, at ALIAD’s option, (1) on or after May 8, 2014 or (2) upon any liquidation, dissolution or winding up of the Issuer, any sale, consolidation or merger of the Issuer resulting in a change of control, or any sale or other transfer of all or substantially all of the assets of the Issuer. The number of shares of Common Stock is determined by dividing the original issue price of $2,595,400 by the conversion price in effect at the time the shares are converted."