If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d 1(e), 240.13d 1(f) or 240.13d 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
§240.13d-7
for other parties to whom copies are to be sent.
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 (Act) 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).
|
|
|
CUSIP No. 20786J106
|
|
Page
2
of 11
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Chrysalis Ventures II, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
5,170,533*
|
|
8.
|
|
Shared Voting Power
None
|
|
9.
|
|
Sole Dispositive Power
5,170,533*
|
|
10.
|
|
Shared Dispositive Power
None
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,170,533*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
21.2%
|
14.
|
|
Type of Reporting Person (see
Instructions)
PN
|
*
|
The aggregate number and percentage of Common Stock of the Company beneficially owned consists of 4,007,162 shares of Common Stock of the Company, 2,000 shares of Series A Convertible Preferred Stock (the
Series A Preferred Stock
), and 1,000 shares of Series B Convertible Preferred Stock (the
Series B Preferred Stock
, and collectively with the Series A Preferred Stock, the
Preferred
Stock
), convertible into 572,126 shares and 591,245 shares, respectively, of Common Stock of the Issuer, subject to certain conditions and adjustments. The shares reported herein are held directly by Chrysalis Ventures II, L.P.
|
|
The calculation of the foregoing percentage is based on 23,216,019 shares of Common Stock outstanding as of January 4, 2018, based on information reported in the Merger Agreement, filed as an exhibit to the
Companys Form 8-K, filed with the Securities and Exchange Commission on January 4, 2018, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended.
|
13D/A
|
|
|
CUSIP No. 20786J106
|
|
Page
3
of 11
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Chrysalis Partners II, LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
AF
|
5.
|
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
5,170,533*
|
|
8.
|
|
Shared Voting Power
None
|
|
9.
|
|
Sole Dispositive Power
5,170,533*
|
|
10.
|
|
Shared Dispositive Power
None
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,170,533*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
21.2%
|
14.
|
|
Type of Reporting Person (see
Instructions)
OO
|
*
|
The aggregate number and percentage of Common Stock of the Company beneficially owned consists of 4,007,162 shares of Common Stock of the Company, 2,000 shares of Series A Convertible Preferred Stock (the
Series A Preferred Stock
), and 1,000 shares of Series B Convertible Preferred Stock (the
Series B Preferred Stock
, and collectively with the Series A Preferred Stock, the
Preferred
Stock
), convertible into 572,126 shares and 591,245 shares, respectively, of Common Stock of the Issuer, subject to certain conditions and adjustments. The shares reported herein are held directly by Chrysalis Ventures II, L.P.
|
|
The calculation of the foregoing percentage is based on 23,216,019 shares of Common Stock outstanding as of January 4, 2018, based on information reported in the Merger Agreement, filed as an exhibit to the
Companys Form 8-K, filed with the Securities and Exchange Commission on January 4, 2018, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended.
|
13D/A
|
|
|
CUSIP No. 20786J106
|
|
Page
4
of 11
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David A Jones, Jr.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
57,696
|
|
8.
|
|
Shared Voting Power
None
|
|
9.
|
|
Sole Dispositive Power
57,696
|
|
10.
|
|
Shared Dispositive Power
None
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
57,696
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.2%
|
14.
|
|
Type of Reporting Person (see
Instructions)
IN
|
|
The calculation of the foregoing percentage is based on 23,216,019 shares of Common Stock outstanding as of January 4, 2018, based on information reported in the Merger Agreement, filed as an exhibit to the
Companys Form 8-K, filed with the Securities and Exchange Commission on January 4, 2018, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended.
|
13D/A
|
|
|
CUSIP No. 20786J106
|
|
Page
5
of 11
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Ralston W. Steenrod
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
14,312
|
|
8.
|
|
Shared Voting Power
None
|
|
9.
|
|
Sole Dispositive Power
14,312
|
|
10.
|
|
Shared Dispositive Power
None
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
14,312
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.1%
|
14.
|
|
Type of Reporting Person (see
Instructions)
IN
|
|
The calculation of the foregoing percentage is based on 23,216,019 shares of Common Stock outstanding as of January 4, 2018, based on information reported in the Merger Agreement, filed as an exhibit to the
Companys Form 8-K, filed with the Securities and Exchange Commission on January 4, 2018, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended.
|
13D/A
|
|
|
CUSIP No. 20786J106
|
|
Page
6
of 11
|
EXPLANATORY STATEMENT
.
This Amendment No. 1 to Schedule 13D (
Amendment No.
1
) relates to shares of common stock (the
Common Stock
), par value $0.001 per share, of Connecture, Inc., a Delaware corporation (the
Company
or the
Issuer
) and is being filed on behalf of the following persons:
Chrysalis Ventures II, L.P., a Delaware limited partnership (
CV II
), Chrysalis Partners II, LLC, a Delaware limited liability company (
CP II
), which is the general partner of CV II, David A. Jones,
Jr. (
Jones
), and Ralston W. Steenrod (
Steenrod
). CV II, CP II, Jones, and Steenrod are sometimes individually referred to herein as a
Reporting Person
and collectively as
the
Reporting Persons
. This Amendment No. 1 amends and supplements the Schedule 13D previously filed with the Securities and Exchange Commission on March 20, 2017 (the
Initial Schedule
13D
, together with this Amendment No. 1, the
Schedule 13D
). This Amendment No. 1 is being filed to reflect the entry into certain agreements related to the shares held by the Reporting Persons.
ITEM 2.
|
IDENTITY AND BACKGROUND.
|
The response set forth in Item 2 of the Schedule 13D is hereby amended and
supplemented by the following:
Item 2(a)-(c). This statement is also being filed by each of Jones and Steenrod. The principal business of each of Jones
and Steenrod is to manage CP II and their address is c/o Chrysalis Ventures, 101 South Fifth Street, Suite 1650, Louisville, KY 40202.
Item 2 (d)-(e).
During the last five years, none of Jones or Steenrod has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with
respect to such laws.
Item 2 (f). Each of Jones and Steenrod is a citizen of the United States of America.
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
The response set forth in Item 3 of the Schedule 13D
is hereby amended and supplemented by the following:
The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into
this Item 3.
The aggregate cost of the shares owned by Jones in his personal capacity was $94,452. The aggregate cost of the shares owned by Steenrod in
his personal capacity was $24,474.
ITEM 4.
|
PURPOSE OF TRANSACTION.
|
The response set forth in Item 4 of the Schedule 13D is hereby amended and
supplemented by the following:
On January 4, 2018, the Company entered into an Agreement and Plan of Merger (the
Merger
Agreement
) with FP Healthcare Holdings, Inc. (
Parent
), and FP Healthcare Merger Sub Corporation, a wholly owned subsidiary of Parent (
Merger Subsidiary
), providing for the merger of
Merger Subsidiary with and into the Company (the
Merger
), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used in this Item 4 which are not otherwise defined have the meanings
set forth in the Merger Agreement.
The Merger and the Merger Agreement were unanimously approved by the Companys Board of Directors upon the
recommendation of a special committee consisting solely of independent, outside directors (the
Special Committee
)
At the
Effective Time of the Merger, each share of Common Stock issued and outstanding as of immediately prior to the Effective Time, other than shares held by CV II, CP II, Jones, Steenrod, Francisco Partners IV,L.P., and Francisco Partners
IV-A,
L.P. (collectively, the
Rollover Investors
), will be canceled and cease to exist and automatically converted into the right to receive cash in an amount equal to $0.35, without
interest (the
Per Share
13D/A
|
|
|
CUSIP No. 20786J106
|
|
Page
7
of 11
|
Price
). The Rollover Investors have entered into a Rollover Agreement pursuant to which the Rollover
Investors have agreed to contribute shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock to Parent.
Stockholders of the Company
will be asked to vote on the adoption of the Merger Agreement and the Merger at a special stockholders meeting that will be held on a date to be announced. The closing of the Merger is subject to a condition that the Merger Agreement be
adopted by the affirmative vote of the holders a majority of the outstanding shares of Company capital stock, voting together as a single class, entitled to vote on such matter (the
Company Stockholder Approval
).
Consummation of the Merger is also subject to other customary closing conditions, including, without limitation, the absence of certain legal impediments, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. The Merger Agreement does not contain a financing condition. The Company has also made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding
the operation of the business of the Company and the Company Subsidiaries prior to the Effective Time.
Pursuant to the terms of a
go-shop
provision in the Merger Agreement, during the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. (Central time) on the 45th calendar day thereafter (the
Go-Shop
Period End Date
), the Company and its subsidiaries and their respective representatives may initiate, solicit and encourage any alternative acquisition proposals from third
parties, provide nonpublic information to such third parties, and participate in discussions and negotiations with such third parties regarding alternative acquisition proposals. Beginning on the
Go-Shop
Period End Date, the Company will become subject to customary
no-shop
restrictions on its, its subsidiaries and their respective representatives ability to initiate, solicit or
encourage alternative acquisition proposals from third parties and to provide nonpublic information to or participate in discussions or negotiations with third parties regarding alternative acquisition proposals, except as otherwise permitted by the
Merger Agreement, including in connection with the compliance by the Board with its fiduciary duties under applicable law.
The Merger Agreement contains
certain termination rights for the Company and Parent. Upon termination of the Merger Agreement by the Company if, before the Company Stockholder Approval, the Special Committee authorizes the Company to enter into a definitive agreement with
respect to a Superior Proposal, the Company will be required to pay Parent a termination fee of reasonable and documented
out-of-pocket
fees and expenses (including
legal fees and expenses) up to $2.0 million. In addition to the foregoing termination right, and subject to certain limitations, (i) the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by June 4,
2018, and (ii) the Company and Parent may mutually agree to terminate the Merger Agreement.
Concurrently with the execution and delivery of the
Merger Agreement, the Rollover Investors (other than Jones and Steenrod) entered into a Voting and Support Agreement with the Company (the
Voting Agreement
). Pursuant to the Voting Agreement, the Rollover Investors have
agreed, unless the Board or Special Committee has made a Change of Recommendation, to vote all shares of the Companys capital stock owned by them in favor of the adoption of the Merger Agreement and the approval of the transactions
contemplated thereby and against any other action or agreement that would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger
Agreement, (2) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or (3) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other
transactions contemplated by the Merger Agreement.
In addition, pursuant to the Voting Agreement, if the Company enters into a definitive agreement with
respect to a Superior Proposal that will result in the Companys preferred stock being redeemed, among other conditions, the Rollover Investors have agreed to vote their shares in favor of such Superior Proposal.
Finally, pursuant to the Voting Agreement, the Rollover Investors have agreed, if requested to do so by the Board or the Special Committee, to explore in good
faith the possibility of working with any third parties regarding alternative acquisition proposals to the extent the Company is permitted to do so under the Merger Agreement, including by reviewing and responding to proposals and taking part in
meetings and negotiations with respect thereto, and have represented that they are not subject to any agreement that would prevent them from doing so. The Voting Agreement will terminate at the Effective Time or, if earlier, the date of the
termination of the Merger Agreement, unless there is a Superior Proposal, in which case the termination will occur upon the earliest of (1) the consummation of the Superior Proposal, (2) the termination of the definitive agreement relating
to the Superior
13D/A
|
|
|
CUSIP No. 20786J106
|
|
Page
8
of 11
|
Proposal, and (3) the date that is five months after the termination of the Merger Agreement by the Company in order to
pursue a Superior Proposal.
The descriptions of the Merger Agreement, the Rollover Agreement, and the Voting Agreement in this Item 4 are not
intended to be complete and are qualified in their entirety by the text of such documents, each of which is filed as an exhibit hereto and is incorporated by reference herein.
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
|
The response set forth in Item 5 of the Schedule 13D is hereby
amended and restated as follows:
Based on the information set forth in the Merger Agreement, there were 23,216,019 shares of the Common Stock issued and
outstanding as of January 4, 2018.
(a) and (b) As of January 8, 2018, CV II directly owned 4,007,162 shares of Common Stock of the
Company, 2,000 shares of Series A Preferred Stock, convertible into an aggregate of 572,126 shares of Common Stock, and 1,000 shares of Series B Preferred Stock, convertible into an aggregate of 591,245 shares of Common Stock. The aggregate
5,170,533 shares of Common Stock deemed to be beneficially owned by CV II as of January 8, 2018 represented approximately 21.2% of the 23,216,019 shares of Common Stock issued and outstanding as of January 4, 2018, based on the information
set forth in the Merger Agreement, filed as an exhibit to the Companys Form
8-K,
filed with the Securities and Exchange Commission on January 4, 2018 (determined in accordance with Rule
13d-3
of the Securities Exchange Act of 1934, as amended).
As of January 8, 2018, CP II, in its capacity as the
general partner of CV II, may be deemed to beneficially own the 5,170,533 shares of Common Stock directly beneficially owned by CV II, which represented as of January 8, 2018 approximately 21.2% of the 23,216,019 shares of Common Stock issued
and outstanding as of January 4, 2018, based on the information set forth in the Merger Agreement, filed as an exhibit to the Companys Form
8-K,
filed with the Securities and Exchange Commission on
January 4, 2018 (determined in accordance with Rule
13d-3
of the Securities Exchange Act of 1934, as amended). Investment and voting decisions with respect to the shares held by CV II are made by an
advisory committee of CP II that consists of David A. Jones, Jr., Wright Steenrod and Irv Bailey, each of whom is a member of CP II.
As of
January 8, 2018, Jones may be deemed to beneficially own 57,696 shares of Common Stock held by Jones for his personal account, which represented as of January 8, 2018 approximately 0.2% of the 23,216,019 shares of Common Stock issued and
outstanding as of January 4, 2018, based on the information set forth in the Merger Agreement, filed as an exhibit to the Companys Form
8-K,
filed with the Securities and Exchange Commission on
January 4, 2018 (determined in accordance with Rule
13d-3
of the Securities Exchange Act of 1934, as amended).
As of January 8, 2018, Steenrod may be deemed to beneficially own 14,312 shares of Common Stock held by Steenrod for his personal account, which
represented as of January 8, 2018 approximately 0.1% of the 23,216,019 shares of Common Stock issued and outstanding as of January 4, 2018, based on the information set forth in the Merger Agreement, filed as an exhibit to the
Companys Form
8-K,
filed with the Securities and Exchange Commission on January 4, 2018 (determined in accordance with Rule
13d-3
of the Securities Exchange
Act of 1934, as amended).
By virtue of being a party to the Rollover Agreement, CV II, CP II, Jones and Steenrod may be deemed to be members of a
group, as defined in Rule
13d-5
of the Exchange Act. The share ownership reported by each of CV II and CP II does not include any shares owned by Jones or Steenrod or any other person, and,
conversely, the share ownership reported by each of Jones and Steenrod does not include any shares owned by CV II or CP II or any other person. Each of CV II and CP II disclaims beneficial ownership of any shares owned by Jones or Steenrod or any
other person, and each of Jones and Steenrod disclaims beneficial ownership of any shares owned by CV II or CP II or any other person.
(c) The
information set forth in Item 3 and Item 4 hereof is hereby incorporated by reference into this Item 5(c).
(d) Not applicable.
13D/A
|
|
|
CUSIP No. 20786J106
|
|
Page
9
of 11
|
(e) Not applicable.
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
The
response set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by the following:
The information set forth in Item 3 and Item 4 of
this Schedule 13D is hereby incorporated by reference into this Item 6.
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
1
|
Joint Filing Agreement as required by Rule
13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended
|
2
|
Agreement and Plan of Merger, by and among FP Healthcare Holdings, Inc., FP Healthcare Merger Sub Corporation, and the Company, dated as of January 4, 2018, incorporated herein by reference to Exhibit 2.1 to the
Current Report on Form
8-K
of the Company filed with the Commission on January 4, 2018.
|
3
|
Voting and Support Agreement, by and among the Company, Chrysalis Ventures II, L.P., Francisco Partners IV, L.P., and Francisco Partners
IV-A,
L.P., dated as of January 4,
2018, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form
8-K
of the Company filed with the Commission on January 4, 2018.
|
4
|
Rollover Agreement, by and among Chrysalis Ventures II, L.P. and the other parties thereto, dated as of January 4, 2018, incorporated herein by reference to Exhibit 99.2 to the Current Report on Form
8-K
of the Company filed with the Commission on January 4, 2018.
|
13D/A
|
|
|
CUSIP No. 20786J106
|
|
Page
10
of 11
|
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: January 8, 2018
|
|
|
CHRYSALIS VENTURES II, L.P.
By: Chrysalis Partners II, LLC, its General
Partner
|
|
|
By:
|
|
/s/ David A. Jones, Jr.
|
|
|
Name: David A. Jones, Jr.
Title: Authorized
Member
|
|
|
|
CHRYSALIS PARTNERS II, LLC
|
|
|
By:
|
|
/s/ David A. Jones, Jr.
|
|
|
Name: David A. Jones, Jr.
Title: Authorized
Member
|
|
|
|
/s/ David A. Jones, Jr.
|
David A. Jones, Jr.
|
|
|
|
/s/ Ralston W. Steenrod
|
Ralston W. Steenrod
|
13D/A
|
|
|
CUSIP No. 20786J106
|
|
Page
11
of 11
|
EXHIBIT INDEX
1
|
Joint Filing Agreement as required by Rule
13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended.
|
2
|
Agreement and Plan of Merger, by and among FP Healthcare Holdings, Inc., FP Healthcare Merger Sub Corporation, and the Company, dated as of January 4, 2018, incorporated herein by reference to Exhibit 2.1 to the
Current Report on Form
8-K
of the Company filed with the Commission on January 4, 2018.
|
3
|
Voting and Support Agreement, by and among the Company, Chrysalis Ventures II, L.P., Francisco Partners IV, L.P., and Francisco Partners
IV-A,
L.P., dated as of January 4,
2018, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form
8-K
of the Company filed with the Commission on January 4, 2018.
|
4
|
Rollover Agreement, by and among Chrysalis Ventures II, L.P. and the other parties thereto, dated as of January 4, 2018, incorporated herein by reference to Exhibit 99.2 to the Current Report on Form
8-K
of the Company filed with the Commission on January 4, 2018.
|
Exhibit 1
Joint Filing Agreement
In
accordance with Rule
13d-1(k)
under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the shares of common stock of the Company and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement as of January 8, 2018.
|
|
|
CHRYSALIS VENTURES II, L.P.
By: Chrysalis Partners II, LLC, its General
Partner
|
|
|
By:
|
|
/s/ David A. Jones, Jr.
|
|
|
Name: David A. Jones, Jr.
Title: Authorized
Member
|
|
|
|
CHRYSALIS PARTNERS II, LLC
|
|
|
By:
|
|
/s/ David A. Jones, Jr.
|
|
|
Name: David A. Jones, Jr.
Title: Authorized
Member
|
|
|
|
/s/ David A. Jones, Jr.
|
David A. Jones, Jr.
|
|
|
|
/s/ Ralston W. Steenrod
|
Ralston W. Steenrod
|