CUSIP No. 74965F104
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Wolverine Asset Management, 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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(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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4
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SOURCE OF FUNDS*
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OO (see Item 3)
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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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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
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0
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|||
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||||
8
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SHARED VOTING POWER
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Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
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|
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||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
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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*
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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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9.99% (see Item 5(a) below)
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14
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TYPE OF REPORTING PERSON
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IA
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CUSIP No. 74965F104
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Wolverine Holdings, L.P.
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
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☒
|
||||
|
|
||||
3
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SEC USE ONLY
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||
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|||
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||||
4
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SOURCE OF FUNDS*
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|
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||
OO (see Item 3)
|
|
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|||
|
|
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
|
|
||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
|
|||
|
|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
☐
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||
|
|
||||
|
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
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|
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9.99% (see Item 5(a) below)
|
|
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|||
|
|
||||
14
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TYPE OF REPORTING PERSON
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HC
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CUSIP No. 74965F104
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSON
|
|
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||
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)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS*
|
|
|
||
OO (see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
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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 C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
|
|
||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 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
|
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CO/HC
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CUSIP No. 74965F104
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Page 5 of 9 Pages
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1
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NAME OF REPORTING PERSON
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
Christopher L. Gust
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|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS*
|
|
|
||
OO (see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 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
|
|
|
|
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
|
|
||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 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
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Page 6 of 9 Pages
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1
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NAME OF REPORTING PERSON
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
Robert R. Bellick
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS*
|
|
|
||
OO (see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 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
|
|
|
|
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 shares of common stock
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
|
|
||
Series C-1 Convertible Preferred Stock convertible into 1,333,334 shares of common stock
Warrants exercisable into 406,790 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
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Page 7 of 9 Pages
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ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER
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ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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CUSIP No. 74965F104
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Page 8 of 9 Pages
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ITEM 7. |
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 (incorporated by reference to Appendix I to the Original Schedule 13D).
|
99.2
|
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).
|
99.3
|
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).
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99.4
|
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).
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99.5
|
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).
|
99.6
|
Waiver Agreement (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by the Issuer on August 22, 2016).
|
99.7
|
Preferred Stock and Warrant Exchange Agreement for Series A-1 Convertible Preferred Stock (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed by the Issuer on August 22, 2016).
|
99.8
|
Form of Certificate of Designations of the Series C-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 October 17, 2016).
|
99.9
|
Exchanged 2015 Warrant (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by the Issuer on October 17, 2016).
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CUSIP No. 74965F104
|
Page 9 of 9 Pages
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Dated: October 19, 2016
|
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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
|