This is a prospectus supplement to our prospectus dated May 29, 2015 (the “Prospectus”) relating to the resale by the selling stockholders identified in the Prospectus of a total of up to an aggregate of 13,941,372 shares of our common stock.

On September 4, 2015, we filed with the Securities and Exchange Commission our Current Report on Form 8-K.  We are filing this prospectus supplement to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Current Report on Form 8-K.  The text of our Current Report on Form 8-K is attached to and a part of this prospectus supplement.

This prospectus supplement should be read in conjunction with the Prospectus and may not be delivered or utilized without the Prospectus.  To the extent there is a discrepancy between the information contained in this prospectus supplement and the information in the Prospectus, the information contained herein supersedes and replaces such conflicting information.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 5 of the Prospectus; in Item 1A of our Annual Report on Form 10-K for the year ended December 29, 2014; in Item 1A of our Quarterly Report on Form 10-Q/A for the quarterly period ended June 29, 2015; and all other information included or incorporated by reference in the Prospectus in its entirety, before you decide whether or not to make an investment in the common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 21, 2015.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549b

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  September 3, 2015

Registrant’s telephone number, including area code:   (857) 415-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 4.02             Non-Reliance on Previous Financials, Audits or Interim Review

In the original filing, the Company incorrectly stated the weighted average number of shares outstanding for the three-months ended June 29, 2015, at 22,863,216 rather than the correct number of 45,726,432.  As a result, the Loss per Share improved from $(0.17) to $(0.08).  Accordingly, the following items in the original filing have been amended:

Part 1, Item 1. Financial Statements, Consolidated Statements of Operations (Unaudited);

Part 1, Item 1. Notes to Consolidated Financial Statements (Unaudited), Note 10 – Net Loss Per Share; and

Part 1, Item 4. Controls and Procedures.

In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company has calculated and recognized adjustments accordingly. The following table shows the effect of the restatement on the Company’s financial statements for the applicable period:

 

On September 3, 2015, the Company’s Chief Financial Officer concluded that the financial statements and other financial data at and for the three and six months ended June 29, 2015 (collectively, the "Non-Reliance Periods"), as reported in the Company's Quarterly Report on Form 10-Q filed on August 13, 2015, should not be relied upon because of the error described above which has been corrected in the Amended Filing.  Additionally, investors, analysts and other persons should not rely upon any press releases, investor presentations or other communications that relate to that information.

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.