UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

Information to be Included in Statements Filed Pursuant to §240.13d-1(a) and

Amendments Thereto Filed Pursuant to §240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Quantum Materials Corp.

 

(Name of Issuer)

Common Stock, par value $0.001 per share

 

(Title of Class of Securities)

74766A106

 

(CUSIP Number)

Leonard H. Bloom

Akerman LLP

One S.E. Third Avenue, 25th Floor

Miami, FL 33131

(305) 374-5600

Fax: (305) 349-4958

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 16, 2015

 

(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 that 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.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13D/A

 

CUSIP No. 74766A106 Page 2 of 8

 

  (1) 

Names of reporting persons

 

Steven Posner Irrevocable Trust

  (2)

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)

SEC use only

 

  (4)

Source of funds (see instructions)

 

OO

  (5)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

                                                                                                                                                                    ¨

 

  (6)

Citizenship or place of organization

 

Florida

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

   (7) 

Sole voting power

 

22,119,284*

  (8)

Shared voting power

 

  (9)

Sole dispositive power

 

22,119,284*

(10)

Shared dispositive power

 

(11)

Aggregate amount beneficially owned by each reporting person

 

22,119,284*

(12)

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

                                                                                                                                                                    ¨

 

(13)

Percent of class represented by amount in Row (11)

 

7.6%**

(14)

Type of reporting person (see instructions)

 

OO

 

* Includes (i) a warrant to purchase 1,000,000 shares of common stock at $0.06 per share, (ii) a warrant to purchase 625,000 shares of common stock at $0.06 per share, and (iii) a warrant to purchase 1,000,000 shares of common stock at $0.08 per share. The amount also includes an aggregate of 4,350,000 shares of common stock initially issued to a third party that have since been transferred to the Steven Posner Irrevocable Trust (the “Trust”) to be held and ultimately disposed of by the Trust pursuant to a settlement.

 

** The number of outstanding shares used for the calculation of the percent of class includes (i) 289,394,772 shares of common stock outstanding as of January 31, 2015, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 filed February 13, 2015 and (ii) 2,625,000 shares issuable pursuant to the warrants.

SCHEDULE 13D/A

 

CUSIP No. 74766A106 Page 3 of 8

 

  (1) 

Names of reporting persons

 

Jarrett Posner(1)

  (2)

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)

SEC use only

 

  (4)

Source of funds (see instructions)

 

OO

  (5)

Check 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

 

  (8)

Shared voting power

 

22,119,284*

  (9)

Sole dispositive power

 

(10)

Shared dispositive power

 

22,119,284*

(11)

Aggregate amount beneficially owned by each reporting person

 

22,119,284*

(12)

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

                                                                                                                                                                    ¨

 

(13)

Percent of class represented by amount in Row (11)

 

7.6%**

(14)

Type of reporting person (see instructions)

 

IN

 

(1) Jarrett Posner and Sean Posner are co-trustees of the Trust.

 

* Includes (i) a warrant to purchase 1,000,000 shares of common stock at $0.06 per share, (ii) a warrant to purchase 625,000 shares of common stock at $0.06 per share, and (iii) a warrant to purchase 1,000,000 shares of common stock at $0.08 per share. The amount also includes an aggregate of 4,350,000 shares of common stock initially issued to a third party that have since been transferred to the Trust to be held and ultimately disposed of by the Trust pursuant to a settlement.

 

** The number of outstanding shares used for the calculation of the percent of class includes (i) 289,394,772 shares of common stock outstanding as of January 31, 2015, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 filed February 13, 2015 and (ii) 2,625,000 shares issuable pursuant to the warrants.

SCHEDULE 13D/A

 

CUSIP No. 74766A106 Page 4 of 8

 

  (1) 

Names of reporting persons

 

Sean Posner(1)

  (2)

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)

SEC use only

 

  (4)

Source of funds (see instructions)

 

OO

  (5)

Check 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

 

  (8)

Shared voting power

 

22,119,284*

  (9)

Sole dispositive power

 

(10)

Shared dispositive power

 

22,119,284*

(11)

Aggregate amount beneficially owned by each reporting person

 

22,119,284*

(12)

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

                                                                                                                                                                    ¨

 

(13)

Percent of class represented by amount in Row (11)

 

7.6%**

(14)

Type of reporting person (see instructions)

 

IN

 

(1) Jarrett Posner and Sean Posner are co-trustees of the Trust.

 

* Includes (i) a warrant to purchase 1,000,000 shares of common stock at $0.06 per share, (ii) a warrant to purchase 625,000 shares of common stock at $0.06 per share, and (iii) a warrant to purchase 1,000,000 shares of common stock at $0.08 per share. The amount also includes an aggregate of 4,350,000 shares of common stock initially issued to a third party that have since been transferred to the Trust to be held and ultimately disposed of by the Trust pursuant to a settlement.

 

** The number of outstanding shares used for the calculation of the percent of class includes (i) 289,394,772 shares of common stock outstanding as of January 31, 2015, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 filed February 13, 2015 and (ii) 2,625,000 shares issuable pursuant to the warrants.

SCHEDULE 13D/A

 

CUSIP No. 74766A106   Page 5 of 8

This Amendment No. 3 (the “Amendment No. 3”) amends and supplements the statement on the Schedule 13D filed on February 6, 2009, as amended by Amendment No. 1 to the Schedule 13D filed on August 21, 2014, as amended by Amendment No. 2 to the Schedule 13D filed on December 23, 2014 (together the “Original Schedule 13D”), by the Steven Posner Irrevocable Trust, Steven Posner, and Stuart Posner. This Amendment No. 3 is filed pursuant to the Amended and Restated Joint Filing Agreement as executed by (i) the Steven Posner Irrevocable Trust (the “Trust”); (ii) Jarrett Posner, the co-trustee of the Trust; and (iii) Sean Posner, the co-trustee of the Trust (collectively, the “Reporting Persons”).

 

Item 5. Interest in Securities of the Issuer.

Item 5 is deleted in its entirety and replaced with the following:

(a) As of April 9, 2015, the Reporting Persons beneficially owned 22,119,284 shares of the Company’s common stock, including shares issued from the conversion of the debenture and shares issued or issuable pursuant to warrants, which represents 7.6% of the class. The Reporting Persons are the beneficial owners of the 2,625,000 shares of common stock issuable pursuant to the exercise of fully vested warrants. The shares underlying the warrants do not entitle the Reporting Persons to vote until the warrants are exercised and the underlying shares of common stock are issued. The table below sets forth the individual Reporting Persons ownership as of April 9, 2015.

 

Name

    Amount Beneficially Owned as
of April 9, 2015		      Percentage of
Class(3)		  

The Steven Posner Irrevocable Trust

  

common stock

      19,494,284      

warrants(4)

      2,625,000      

Total

      22,119,284         7.6 % 

 

 

(3) Based on (i) 289,394,772 shares of common stock outstanding as of January 31, 2015, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 filed February 13, 2015 and (ii) 2,625,000 shares issuable pursuant to the warrants.

 

(4) The amount includes (i) a warrant to purchase 1,000,000 shares of common stock at $0.06 per share, (ii) a warrant to purchase 625,000 shares of common stock at $0.06 per share, and (iii) a warrant to purchase 1,000,000 shares of common stock at $0.08 per share.

(b) The Trust has sole power to vote or dispose of all 22,119,284 of the shares of common stock of the Company. Jarrett Posner and Sean Posner are co-trustees of the Trust. In such roles, Jarrett Posner and Sean Posner each have shared voting and dispositive power over 22,119,284 shares of common stock. The 2,625,000 shares underlying the warrants do not entitle the Reporting Persons to vote until the warrants are exercised and the underlying shares of common stock are issued. Included within the 22,119,284 shares of common stock are an aggregate of 4,350,000 shares that were previously issued to a third party but have been transferred to the Trust pursuant to a settlement.

 

(c) Transactions in the Issuer’s securities effected by the Trust during the past 60 days include:

SCHEDULE 13D/A

 

CUSIP No. 74766A106   Page 6 of 8

 

 

Transaction

Date

   Quantity
of
Securities		     Type of
Transaction†		   Price Per
Security***
2/4/2015     7,399      Sold shares   $0.1715
2/5/2015     50,000      Sold shares   $0.1716
2/5/2015     100,000      Sold shares   $0.1749
2/6/2015     21,800      Sold shares   $0.187
2/6/2015     53,200      Sold shares   $0.1835
2/9/2015     75,000      Sold shares   $0.18
2/10/2015     50,000      Sold shares   $0.18
2/11/2015     20,892      Sold shares   $0.18
2/23/2015     100,000      Sold shares   $0.16
2/23/2015     100,000      Sold shares   $0.1602
3/3/2015     1,840      Sold shares   $0.1525
3/10/2015     18,357      Sold shares   $0.145
3/11/2015     59,000      Sold shares   $0.1551
3/11/2015     3,000      Sold shares   $0.1525
3/12/2015     3,000      Sold shares   $0.1525
3/13/2015     100,000      Sold shares   $0.1525
3/13/2015     84,500      Sold shares   $0.155
3/16/2015     100,000      Sold shares   $0.155
3/16/2015     50,000      Sold shares   $0.16

 

 

 

† The shares were sold over the counter by an agent of MidAmerica Financial Services, Inc.

 

*** Represents the average price per share.

 

There were no additional transactions in the past 60 days.

SCHEDULE 13D/A

 

CUSIP No. 74766A106 Page 7 of 8

 

(d) Pursuant to a settlement of previous claims, debt arrangements and personal guarantees between the Trust and certain third parties, on December 3, 2014 the Trust acquired an additional 4,350,000 shares of common stock of the Company (the “Additional Shares”). The Trust will sell the Additional Shares and other shares of common stock of the Company that it owns in an orderly fashion and as the market conditions permit, in order to satisfy certain obligations of these third parties and otherwise comply with the terms of the settlement. Once these obligations are satisfied, the additional proceeds from the sale of the Company’s common stock will be divided between the Trust and the third parties pursuant to an agreed upon formula.

No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported above in this Item 5.

 

(e) Not applicable.

.

SCHEDULE 13D/A

 

CUSIP No. 74766A106   Page 8 of 8

 

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 9, 2015

 

THE STEVEN POSNER IRREVOCABLE TRUST
By:   /s/ Jarrett Posner
Name:   Jarrett Posner
Title:   Co-Trustee
 
By:   /s/ Sean Posner
Name:   Sean Posner
Title:   Co-Trustee
 
/s/ Jarrett Posner
Jarrett Posner, individually
 
 
/s/ Sean Posner
Sean Posner, individually