CUSIP No. 74965F104
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13D
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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RLJ SPAC Acquisition, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(see instructions) |
(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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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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-
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8
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SHARED VOTING POWER
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25,983,158 shares of common stock consisting of 2,666,491 shares of common stock, 15,000 shares of preferred stock convertible into 15,000,000 shares of common stock, warrants to purchase 4,500,000 shares of common stock at $1.50 per share and warrants to purchase 3,816,667 shares of common stock at $12 per share (See Item 5 below)
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9
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SOLE DISPOSITIVE POWER
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-
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10
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SHARED DISPOSITIVE POWER
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25,983,158 shares of common stock consisting of 2,666,491 shares of common stock, 15,000 shares of preferred stock convertible into 15,000,000 shares of common stock, warrants to purchase 4,500,000 shares of common stock at $1.50 per share and warrants to purchase 3,816,667 shares of common stock at $12 per share (See Item 5 below)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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25,983,158 shares of common stock consisting of 2,666,491 shares of common stock, 15,000 shares of preferred stock convertible into 15,000,000 shares of common stock, warrants to purchase 4,500,000 shares of common stock at $1.50 per share and warrants to purchase 3,816,667 shares of common stock at $12 per share (See Item 5 below)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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71.75% (See Item 5 below)
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 74965F104
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13D
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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The RLJ Companies, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(see instructions) |
(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 (SEE INSTRUCTIONS)
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OO
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|||
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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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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
|
|
|
|
-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
25,983,158 shares of common stock consisting of 2,666,491 shares of common stock, 15,000 shares of preferred stock convertible into 15,000,000 shares of common stock, warrants to purchase 4,500,000 shares of common stock at $1.50 per share and warrants to purchase 3,816,667 shares of common stock at $12 per share (See Item 5 below)
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|||
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||||
9
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SOLE DISPOSITIVE POWER
|
|
|
||
-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
25,983,158 shares of common stock consisting of 2,666,491 shares of common stock, 15,000 shares of preferred stock convertible into 15,000,000 shares of common stock, warrants to purchase 4,500,000 shares of common stock at $1.50 per share and warrants to purchase 3,816,667 shares of common stock at $12 per share (See Item 5 below)
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|||
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|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
25,983,158 shares of common stock consisting of 2,666,491 shares of common stock, 15,000 shares of preferred stock convertible into 15,000,000 shares of common stock, warrants to purchase 4,500,000 shares of common stock at $1.50 per share and warrants to purchase 3,816,667 shares of common stock at $12 per share (See Item 5 below)
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
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|
||||
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|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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71.75% (See Item 5 below)
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|||
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||||
14
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TYPE OF REPORTING PERSON
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HC-OO
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CUSIP No. 74965F104
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13D
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Robert L. Johnson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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|
||||
3
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SEC USE ONLY
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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|||
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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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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
|
|
|
|
-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
25,983,158 shares of common stock consisting of 2,666,491 shares of common stock, 15,000 shares of preferred stock convertible into 15,000,000 shares of common stock, warrants to purchase 4,500,000 shares of common stock at $1.50 per share and warrants to purchase 3,816,667 shares of common stock at $12 per share (See Item 5 below)
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|||
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|
||||
9
|
SOLE DISPOSITIVE POWER
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|
|
||
-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
25,983,158 shares of common stock consisting of 2,666,491 shares of common stock, 15,000 shares of preferred stock convertible into 15,000,000 shares of common stock, warrants to purchase 4,500,000 shares of common stock at $1.50 per share and warrants to purchase 3,816,667 shares of common stock at $12 per share (See Item 5 below)
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|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
25,983,158 shares of common stock consisting of 2,666,491 shares of common stock, 15,000 shares of preferred stock convertible into 15,000,000 shares of common stock, warrants to purchase 4,500,000 shares of common stock at $1.50 per share and warrants to purchase 3,816,667 shares of common stock at $12 per share (See Item 5 below)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
71.75% (See Item 5 below)
|
|
|
|||
|
|
||||
14
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TYPE OF REPORTING PERSON
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IN
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CUSIP No. 74965F104
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13D
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Page 5 of 7 Pages
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 5. | Interest in Securities of the Issuer. |
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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CUSIP No. 74965F104
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13D
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Page 6 of 7 Pages
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Item 7. | Material to be Filed as Exhibits |
Exhibit 99.1:
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Agreement of Joint Filing among the Reporting Persons (incorporated by reference to Appendix I to the Original 13D).
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Exhibit 99.2
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Power of Attorney (incorporated by reference to Appendix II to the Original 13D).
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Exhibit 99.3
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10b5-1 Purchase Plan dated June 19, 2013 [portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission] (previously filed).
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Exhibit 99.4
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Agreement between Mr. Robert L. Johnson and Lazard Capital Markets LLC dated June 19, 2013 (previously filed).
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Exhibit 99.5
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Securities Purchase Agreement between Issuer and Mr. Robert L. Johnson dated April 15, 2015 (previously filed).
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Exhibit 99.6 |
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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Exhibit 99.7 |
Form of Certificate of Designations of the Series B-2 Convertible Preferred Stock of the Issuer (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K filed by Issuer on May 15, 2015 (File No. 001-35675)).
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Exhibit 99.8 |
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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Exhibit 99.9 |
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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13D
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Page 7 of 7 Pages
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Dated: June 2, 2015
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RLJ SPAC ACQUISITION, LLC
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By: /s/ H. Van Sinclair
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Name: H. Van Sinclair
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Title: President
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Dated: June 2, 2015
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THE RLJ COMPANIES, LLC
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By: /s/ H. Van Sinclair
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Name: H. Van Sinclair
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Title: President
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ROBERT L. JOHNSON
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Dated: June 2, 2015
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/s/ Robert L. Johnson
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Name: Robert L. Johnson
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