CUSIP No. 67424L209
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
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Domain Partners VII, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [X]
(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
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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1,000,933*
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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1,000,933*
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,000,933*
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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)
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17.4% **
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14.
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TYPE OF REPORTING PERSON
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PN
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* Includes 187,500 shares issuable upon exercise of Warrants.
** Based on 5,573,281 shares of Common Stock to be outstanding after the closing on August 6, 2019 of the Issuer’s registered offering, as
reported in the Issuer’s Final Prospectus on Form 424B4 dated August 1, 2019 and filed with the Securities and Exchange Commission on August 5, 2019.
CUSIP No. 67424L209
|
1.
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
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DP VII Associates, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [X]
(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
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
|
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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4,957
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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4,957
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,957
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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)
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0.1%*
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14.
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TYPE OF REPORTING PERSON
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PN
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* Based on 5,573,281 shares of Common Stock to be outstanding after the closing on August 6, 2019 of the Issuer’s registered offering, as
reported in the Issuer’s Final Prospectus on Form 424B4 dated August 1, 2019 and filed with the Securities and Exchange Commission on August 5, 2019.
CUSIP No. 67424L209
AMENDMENT NO. 1 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D relating to the Common Stock of the Issuer filed with the Securities and Exchange
Commission by the Reporting Persons on August 31, 2018 (the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.
The following items of the Schedule 13D are hereby amended as follows:
Item 2.
Identity and Background.
Item 2(b) is hereby amended to reflect that the principal business address of each of the entities and individuals named in Item 2 is c/o Domain
Associates, LLC, 202 Carnegie Center, Suite 104, Princeton, New Jersey 08540.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented with the following:
On August 6, 2019 DP VII purchased 250,000 shares of Common Stock and 187,500 Warrants to purchase Common Stock in the Issuer’s
registered public offering (the “Secondary Offering”) pursuant to the Issuer’s Final Prospectus on Form 424B4 dated August 1, 2019 and filed with the Securities and Exchange Commission on August 5, 2019. The securities were purchased as Units,
each unit consisting of one share of Common Stock and a Warrant to purchase 0.75 of one share of Common Stock, at a purchase price of $4.00 per Unit, for an aggregate purchase price of $1,000,000. The source of funds for such purchase was the
working capital, or funds available for investment, of DP VII.
Item 4.
Purpose of Transaction.
Item 4 is hereby supplemented to state that DP VII participated in the Secondary Offering for investment
purposes.
Item 5.
Interest in Securities of the Issuer.
Items 5(a) and 5(c) are hereby restated in their entirety as follows:
(a)
The information requested by this paragraph is
incorporated herein by reference to the cover pages to this Amendment No. 1 to Schedule 13D and reflects the one-for-ten reverse stock split of the Common Stock effected on July 24, 2019.
(c)
The information requested by this paragraph is
incorporated herein by reference to Item 3 above.
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: August 8, 2019
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DOMAIN PARTNERS VII, L.P.
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By:
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One Palmer Square Associates VII, LLC, General Partner
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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DP VII ASSOCIATES, L.P.
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By:
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One Palmer Square Associates VII, LLC, General Partner
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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