Amended Statement of Beneficial Ownership (sc 13d/a)
November 02 2018 - 4:38PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
The Lovesac
Company
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
54738L 109
(CUSIP
Number)
Sidney Burke, Esq.
DLA Piper LLP (US)
1251
Avenue of the Americas
New York, New York 10020
(212)
335-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 31, 2018
(Date
of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e),
13d-1(f)
or
13d-1(g),
check the following box.
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7
for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information
required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
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1
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Name of
Reporting Person
Andrew R. Heyer
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
6,276,162
(1)
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
6,276,162
(1)
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,276,162
(1)
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
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13
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Percent of Class Represented by Amount
in Row (11)
44.50%
(2)
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14
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Type of Reporting Person
IN
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(1)
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Includes shares of common stock, par value $0.00001 per share (
Common Stock
) of The
Lovesac Company, a Delaware corporation (the
Issuer
) held by: (i) SAC Acquisition LLC (5,416,244 shares), which Mr. Heyer indirectly controls through various affiliated entities, (ii) Mistral Sac Holdings, LLC (187,500
shares, which represent shares issuable upon exercise of a warrant), which is managed by an affiliated entity controlled by Mr. Heyer, (iii) Mistral Sac Holdings 3, LLC (225,000 shares, which represent shares issuable upon exercise of a warrant),
which is managed by an affiliated entity controlled by Mr. Heyer, and (iv) Mistral Sac Holdings 4, LLC (447,418 shares, which amount includes 185,500 shares issuable upon exercise of a warrant), which is managed by an affiliated entity controlled by
Mr. Heyer.
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(2)
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Based on 13,504,269 shares of Common Stock outstanding as of October 22, 2018 and assumes the exercise of all
warrants to purchase shares of Common Stock identified in footnote 1.
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1
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Name of
Reporting Person
SAC Acquisition LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
5,416,244
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
5,416,244
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,416,244
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
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13
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Percent of Class Represented by Amount
in Row (11)
40.11%
1
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14
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Type of Reporting Person
OO
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(1)
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Based on 13,504,269 shares of Common Stock outstanding as of October 22, 2018.
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1
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Name of
Reporting Person
Mistral Sac Holdings 3, LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
225,000
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
225,000
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
225,000
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
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13
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Percent of Class Represented by Amount
in Row (11)
1.64%
1
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14
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Type of Reporting Person
OO
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(1)
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Represents shares of Common Stock issuable upon exercise of a warrant.
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(2)
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Based on 13,504,269 shares of Common Stock outstanding as of October 22, 2018 and assumes the exercise of all
warrants to purchase shares of Common Stock identified in footnote 1.
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Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each
other item, as applicable.
This Amendment No. 1 (this
Amendment No.
1
) to the original Schedule 13D filed with
the U.S. Securities and Exchange Commission (the
SEC
) on July 23, 2018 (the
Schedule 13D
), is being filed by SAC Acquisition LLC, a Delaware limited liability company (
SAC
), Mistral Sac
Holdings 3, LLC, a Delaware limited liability company (
MSH3
) and Andrew R. Heyer, an individual (
Heyer
and, together with SAC and MSH3, the
Reporting Persons
), with respect to the common
stock, par value $0.00001 per share (the
Common Stock
), of The Lovesac Company, a Delaware corporation (the
Issuer
).
Except as amended and supplemented hereby, there has been no change in the information contained in the Schedule 13D. The Reporting Persons are making this
single, joint filing because they have agreed to act as a group within the meaning of Section 13(d)(3) of the Exchange Act.
Item 1:
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Security and Issuer
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The information regarding the securities and the Issuer contained in Item 1. Security and Issuer contained in the Schedule 13D is not being amended
by this Amendment No. 1.
Item 2:
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Identity and Background
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The information regarding the Reporting Persons contained in Item 2. Identity and Background contained in the Schedule 13D is not being amended by
this Amendment No. 1.
Item 3:
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Source and Amount of Funds or Other Consideration
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The information regarding the Reporting Persons contained in Item 3. Source and Amount of Funds or Other Consideration contained in the Schedule
13D is not being amended by this Amendment No. 1.
Item 4:
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Purpose of Transaction
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Item 4. Purpose of Transaction of the Schedule 13D is hereby amended to add the following:
On October 29, 2018, each of the Reporting Persons and the Issuer entered into an underwriting agreement with Roth Capital Partners, LLC
(
Roth
), as representative of the several underwriters set forth therein (the
Underwriting Agreement
) relating to an underwritten public offering of 2,000,000 shares of Common Stock (the
Offering
). On October 31, 2018, the Offering and sale of such Common Stock was consummated at a price to the public of $19.00 per share. As a result of that closing, the percentage ownership beneficially owned by the
Reporting Persons decreased by an amount greater than 1%.
Pursuant to the Underwriting Agreement, each of the Reporting Persons entered into a
lock-up
agreement (as described in Item 6 herein) (a
Lock-Up
Agreement
).
The foregoing description of the Underwriting Agreement is not complete and is a summary and is subject to, and qualified in its entirety by, the full text of
such agreement, which is filed as Exhibit 1 hereto and incorporated herein by reference.
Item 5.
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Interest in Securities of the Issuer
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Item 5. Interests in Securities of the Issuer of the Schedule 13D is hereby amended and restated as follows:
(a) and (b)
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Reporting Persons
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Number of
Shares* With
Sole Voting
and
Dispositive
Power
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Number of
Shares* With
Shared Voting
and
Dispositive
Power
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Aggregate
Number of
Shares*
Beneficially
Owned
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Percentage
of Class
Beneficially
Owned
+
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Andrew R. Heyer
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6,276,162
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(1)
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0
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6,276,162
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44.50
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%
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SAC Acquisition LLC
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0
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5,416,244
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5,416,244
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40.11
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%
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Mistral Sac Holdings 3, LLC
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0
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225,000
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(2)
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225,000
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1.64
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%
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*
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All share numbers presented in this table assume full exercise of the warrants to purchase shares of Common
Stock identified in the notes below.
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+
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Based on 13,504,269 shares of Common Stock outstanding as of October 22, 2018 and assumes the exercise of all
warrants to purchase shares of Common Stock identified in the notes below.
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(1)
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Includes shares of Common Stock held by: (i) SAC Acquisition (5,416,244 shares), which Mr. Heyer indirectly
controls through various affiliated entities who are entitled to designate a majority of SAC Acquisitions board of managers, (ii) MSH (187,500 shares, which represent shares issuable upon exercise of a warrant), which is managed by an
affiliated entity controlled by Mr. Heyer, (iii) MSH3 (225,000 shares, which represent shares issuable upon exercise of a warrant), which is managed by an affiliated entity controlled by Mr. Heyer, and (iv) MSH4 (447,418 shares, which amount
includes 185,500 shares issuable upon exercise of a warrant), which is managed by an affiliated entity controlled by Mr. Heyer.
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(2)
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Represents 225,000 shares of Common Stock issuable upon exercise of a warrant.
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(c) There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons other than as
described in this Statement on Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 6:
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer of the
Schedule 13D is hereby amended to add the following:
See Item 4 above.
In connection with this Offering, each of the Reporting Persons entered into a Lock-Up Agreement with Roth. Under the terms of the Lock-Up Agreement, during
the period ending on, and including, the 90
th
day following the date of the final prospectus relating to the Offering, the Reporting Persons may not, directly or indirectly, offer, sell,
contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or hedge any shares of Common Stock, any options or warrants to purchase shares of Common Stock, or any securities convertible into, or exchangeable
for or that represent the right to receive shares of Common Stock, subject to certain exceptions.
The Lock-Up Period is subject to certain exceptions
under certain circumstances. The foregoing description of the Lock-Up Agreement is a summary and is subject to, and qualified in its entirety by, the full text of such agreement, which is filed as Exhibit 2 hereto and incorporated herein by
reference.
Item 7:
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Material to be Filed as Exhibits.
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Item 7. Material to be Filed as Exhibits of the Schedule 13D is hereby amended to add the following:
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Exhibit 1
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Underwriting Agreement, dated October 29, 2018, between the Issuer, the Selling Stockholders named therein, and Roth Capital partners, LLC, as the representative of the several underwriters named therein (incorporated by reference
to Exhibit 1.1 of the Issuers Registration Statement on Form S-1/A filed with the SEC on October 26, 2018)
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Exhibit 2
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Form of Lock-Up Agreement (included in Exhibit 1 hereto)
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in
this statement with respect to such person is true, complete and correct.
Dated: November 2, 2018
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SAC ACQUISITION LLC
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By:
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/s/ Donna Dellomo
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Name: Donna Dellomo
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Title: Chief Financial Officer
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MISTRAL SAC HOLDINGS 3, LLC
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By:
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/s/ Andrew R. Heyer
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Name: Andrew R. Heyer
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Title: Chief Executive Officer
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ANDREW R. HEYER
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/s/ Andrew R. Heyer
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