Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 12)
Under the Securities Exchange Act of 1934
MUSCLEPHARM CORP.
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Name of Issuer)
Common Stock, $0.001 par value
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Title of Class of Securities)
627335201
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(CUSIP Number)
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Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus
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Copy to: Jeffrey S. Tullman, Esq. Kane Kessler, P.C. 666 Third Avenue, 23rd Floor New York, New York 10017 (212) 541-6222 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 3, 2020
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]
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CUSIP No. 627335201
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13D/A | Page 2 of 13 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. I 13-3953291 | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
WC | ||
| 5 |
CHECK BOX 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
843,846 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
843,846 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
843,846 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
|
14
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TYPE OF REPORTING PERSON* PN
| ||
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CUSIP No. 627335201
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13D/A | Page 3 of 13 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. 13-3688497 | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
WC | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
608,936 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
608,936 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
608,936 (See Item 5) | ||
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% | ||
|
14
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TYPE OF REPORTING PERSON* PN
| ||
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CUSIP No. 627335201
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13D/A | Page 4 of 13 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
WC | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
| ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
552,092 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
552,092 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,092 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% | ||
|
14
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TYPE OF REPORTING PERSON* CO
| ||
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CUSIP No. 627335201
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13D/A | Page 5 of 13 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing Plan | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
107,000 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
107,000 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,000 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | ||
|
14
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TYPE OF REPORTING PERSON* CO
| ||
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CUSIP No. 627335201
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13D/A | Page 6 of 13 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186 | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION New York
| ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,452,782 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
1,452,782 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,452,782 (See Item 5) | ||
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% | ||
|
14
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TYPE OF REPORTING PERSON* OO
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CUSIP No. 627335201
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13D/A | Page 7 of 13 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495 | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
552,092 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
552,092 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,092 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% | ||
|
14
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TYPE OF REPORTING PERSON* CO
| ||
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CUSIP No. 627335201
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13D/A | Page 8 of 13 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
| ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) | |
| 8 |
SHARED VOTING POWER
2,111,874 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
2,111,874 (See Item 5) | ||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,111,874 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% | ||
|
14
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TYPE OF REPORTING PERSON*
IN
| ||
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CUSIP No. 627335201
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13D/A | Page 9 of 13 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
| ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) | |
| 8 |
SHARED VOTING POWER
2,111,874 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
2,111,874 (See Item 5) | ||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,111,874 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% | ||
|
14
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TYPE OF REPORTING PERSON* IN
| ||
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CUSIP No. 627335201
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13D/A | Page 10 of 13 |
Item 1. Security and Issuer.
This Amendment No. 12 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on July 1, 2015 and as amended by Amendment No. 1 filed on November 9, 2015, Amendment No. 2 filed on September 15, 2016, Amendment No. 3 filed on November 22, 2016, Amendment No. 4 filed on July 10, 2017, Amendment No. 5 filed on November 1, 2017, Amendment No. 6 filed on January 3, 2018, Amendment No. 7 filed on July 25, 2018, Amendment No. 8 filed on March 12, 2019, Amendment No. 9 filed on August 22, 2019, Amendment No. 10 filed on July 13, 2020 and Amendment No. 11 filed on October 28, 2020 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, $0.001 par value per share (the “Common Stock”) of MusclePharm Corp., a Nevada corporation (the “Issuer”), whose principal executive office are located at 4400 Vanowen St., Burbank, CA, 91505. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $5,878,833 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
The Wynnefield Reporting Persons have purchased additional shares of the Issuer’s Common Stock because of their belief that the shares are undervalued as well as to replenish the shares of Common Stock previously distributed by Wynnefield Partners to certain of its limited partners as disclosed in the Wynnefield Reporting Persons’ Schedule 13D filed with the Commission on October 28, 2020.
The Wynnefield Reporting Person intend to seek Board representation through the nomination of a slate of directors to replace the current incumbent Board at the Issuer’s next annual meeting of stockholders which the Wynnefield Reporting Persons note has not been held since December 2018.
The Wynnefield Reporting Persons believe that its slate of qualified independent director nominees will unlock the Issuer’s full potential value for the benefit of all of the Issuer’s SHAREHOLDERS including, Ryan Drexler, the Chief Executive Officer, President and Chairman of the Board, who remains the Issuer’s largest stockholder.
No Wynnefield Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis. The Wynnefield Reporting Persons have had and anticipate having further discussions with management and the Board of the Issuer relating to the Issuer’s underperformance, overall business strategy, corporate governance, management accountability, capital allocation, and the evaluation of strategic alternatives. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Wynnefield Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of such securities, entering into financial instruments or other agreements that increase or decrease the Wynnefield Reporting Persons’ economic or beneficial exposure with respect to their investment in the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a), (b) and (c) As of November 3, 2020, the Wynnefield Reporting Persons beneficially owned in the aggregate 2,111,874 shares of Common Stock, constituting approximately 6.4% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is 33,101,866 (excludes 875,621 shares held in treasury) shares outstanding as of August 18, 2020, as set forth in the Issuer’s Annual Report on Form 10-K for the period ended December 31, 2019, filed with the Commission on August 25, 2020.
The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:
| Name | Number of Common Stock | Percentage of Outstanding Common Stock |
| Wynnefield Partners I | 843,846 | 2.5% |
| Wynnefield Partners | 608,936 | 1.8% |
| Wynnefield Offshore | 552,092 | 1.7% |
| Plan | 107,000 | 0.3% |
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CUSIP No. 627335201
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13D/A | Page 11 of 13 |
WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.
WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.
The Wynnefield Profit Plan is an employee profit sharing plan. Mr. Obus and Mr. Landes are co-trustees of the Wynnefield Profit Plan and have the authority to direct the voting and the disposition of the shares of Common Stock that the Wynnefield Profit Plan beneficially owns. Accordingly, Mr. Obus and Mr. Landes may be deemed to be the indirect beneficial owners (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Wynnefield Profit Plan may be deemed to beneficially own.
Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 2,111,874 shares of Common Stock, constituting approximately 6.4% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 33,101,866 (excludes 875,621 shares held in treasury) shares outstanding as of August 18, 2020, as set forth in the Issuer’s Annual Report on Form 10-K for the period ended December 31, 2019, filed with the Commission on August 25, 2020
The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
The Wynnefield Reporting Persons have purchased shares of Common Stock during the last 60 days as follows:
| Name | Transaction | Date | Number of Shares | Price Per Share |
| Wynnefield Partners I | Purchase | 10/29/2020 | 41,097 | $0.0998 |
| Wynnefield Partners I | Purchase | 10/30/2020 | 19,763 | $0.10 |
| Wynnefield Partners | Purchase | 10/29/2020 | 26,430 | $0.0998 |
| Wynnefield Partners | Purchase | 10/29/2020 | 12,710 | $0.0998 |
(d) and (e). Not Applicable.
|
CUSIP No. 627335201
|
13D/A | Page 12 of 13 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete and correct.
Dated: November 3, 2020
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.,
its Investment Manager
By: /s/ Nelson Obus
Nelson Obus, President
WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, INC.
By: /s/ Nelson Obus
Nelson Obus, Authorized Signatory
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/ Nelson Obus
Ne lson Obus, Co-Managing Member
|
CUSIP No. 627335201
|
13D/A | Page 13 of 13 |
WYNNEFIELD CAPITAL, INC.
By: /s/ Nelson Obus
Nelson Obus, President
/s/ Nelson Obus
Nelson Obus, Individually
/s/ Joshua Landes
Joshua Landes, Individually