UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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CUSIP No. 74965F104
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Page 2 of 11 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wolverine Asset Management, LLC
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|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ý
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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 (see Item 3)
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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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
|
||
8
|
SHARED VOTING POWER
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
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)*
9.99% (see Item 5(a) below)
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 74965F104
|
Page 3 of 11 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wolverine Holdings, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ý
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
OO (see Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
9.99% (see Item 5(a) below)
|
|||
14
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TYPE OF REPORTING PERSON
HC
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CUSIP No. 74965F104
|
Page 4 of 11 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wolverine Trading Partners, Inc.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ý
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
OO (see Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
9.99% (see Item 5(a) below)
|
|||
14
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TYPE OF REPORTING PERSON
CO/HC
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CUSIP No. 74965F104
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Page 5 of 11 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christopher L. Gust
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|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ý
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
OO (see Item 3)
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
|
||
8
|
SHARED VOTING POWER
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
9.99% (see Item 5(a) below)
|
|||
14
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TYPE OF REPORTING PERSON
IN/HC
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CUSIP No. 74965F104
|
Page 6 of 11 Pages
|
1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert R. Bellick
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ý
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
OO (see Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
|
||
8
|
SHARED VOTING POWER
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Series A-1 Convertible Preferred Stock convertible into 4,000,000 shares of common stock
Warrants exercisable into 1,220,370 shares of common stock
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
9.99% (see Item 5(a) below)
|
|||
14
|
TYPE OF REPORTING PERSON
IN/HC
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CUSIP No. 74965F104
|
Page 7 of 11 Pages
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ITEM 1.
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SECURITY AND ISSUER
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ITEM 2.
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IDENTITY AND BACKGROUND
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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CUSIP No. 74965F104
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Page 8 of 11 Pages
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ITEM 4.
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PURPOSE OF TRANSACTION
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CUSIP No. 74965F104
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Page 9 of 11 Pages
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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CUSIP No. 74965F104
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Page 10 of 11 Pages
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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99.1
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Joint Filing Agreement, among Wolverine Asset Management, LLC, Wolverine Holdings, L.P., Wolverine Trading Partners, Inc., Christopher L. Gust, and Robert R. Bellick.
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99.2
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Securities Purchase Agreement, dated May 14, 2015, by and among the Issuer and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Issuer on May 15, 2015 (File No. 001-35675)).
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99.3
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Form of Certificate of Designations of the Series A-1 Convertible Preferred Stock of the Issuer (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Issuer on May 15, 2015 (File No. 001-35675)).
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99.4
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Form of Warrant of the Issuer (incorporated by reference to Exhibit 3.5 to the Current Report on Form 8-K filed by Issuer on May 15, 2015 (File No. 001-35675)).
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99.5
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Form of Registration Rights Agreement, by and among the Issuer and the investors party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Issuer on May 15, 2015 (File No. 001-35675)).
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CUSIP No. 74965F104
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Page 11 of 11 Pages
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Wolverine Asset Management, LLC
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/s/ Kenneth L. Nadel
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Signature
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Kenneth L. Nadel, Chief Operating Officer
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Name/Title
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Wolverine Holdings, L.P.
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/s/Christopher L. Gust
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Signature
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Christopher L. Gust, Managing Director
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Name/Title
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Wolverine Trading Partners, Inc.
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/s/Christopher L. Gust
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Signature
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Christopher L. Gust, Authorized Signatory
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Name/Title
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/s/Christopher L. Gust
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Christopher L. Gust
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/s/ Robert R. Bellick
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Robert R. Bellick
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Dated as of June 1, 2015
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Wolverine Asset Management, LLC
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/s/ Kenneth L. Nadel
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Signature
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Kenneth L. Nadel, Chief Operating Officer
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Name/Title
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Wolverine Holdings, L.P.
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/s/Christopher L. Gust
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Signature
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Christopher L. Gust, Managing Director
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Name/Title
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Wolverine Trading Partners, Inc.
|
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/s/Christopher L. Gust
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Signature
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Christopher L. Gust, Authorized Signatory
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Name/Title
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/s/Christopher L. Gust
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Christopher L. Gust
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/s/ Robert R. Bellick
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Robert R. Bellick
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