1
|
NAME OF REPORTING PERSON
|
Wolverine Asset Management, LLC
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
(b) ☐
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Illinois
|
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
|
|
1,000,000 shares of common stock
|
||
Warrants to purchase 1,000,000 shares of common stock
|
||
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
1,000,000 shares of common stock
|
||
Warrants to purchase 1,000,000 shares of common stock
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.8%*
|
|
12
|
TYPE OF REPORTING PERSON
|
IA
|
|
1
|
NAME OF REPORTING PERSON
|
Wolverine Holdings, L.P.
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
(b) ☐
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Illinois
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
|
|
1,000,000 shares of common stock
|
||
Warrants to purchase 1,000,000 shares of common stock
|
||
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
1,000,000 shares of common stock
|
||
Warrants to purchase 1,000,000 shares of common stock
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.8%*
|
|
12
|
TYPE OF REPORTING PERSON
|
HC
|
|
|
1
|
NAME OF REPORTING PERSON
|
Wolverine Trading Partners, Inc.
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
(b) ☐
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Illinois
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
|
|
1,000,000 shares of common stock
|
||
Warrants to purchase 1,000,000 shares of common stock
|
||
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
1,000,000 shares of common stock
|
||
Warrants to purchase 1,000,000 shares of common stock
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.8%*
|
|
12
|
TYPE OF REPORTING PERSON
|
CO/HC
|
|
1
|
NAME OF REPORTING PERSON
|
Christopher L. Gust
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
(b) ☐
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
US Citizen
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
|
|
1,000,000 shares of common stock
|
||
Warrants to purchase 1,000,000 shares of common stock
|
||
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
1,000,000 shares of common stock
|
||
Warrants to purchase 1,000,000 shares of common stock
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.8%*
|
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
|
1
|
NAME OF REPORTING PERSON
|
Robert R. Bellick
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
(b) ☐
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
US Citizen
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
|
|
1,000,000 shares of common stock
|
||
Warrants to purchase 1,000,000 shares of common stock
|
||
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
1,000,000 shares of common stock
|
||
Warrants to purchase 1,000,000 shares of common stock
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.8%*
|
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
|
ITEM 1(a). |
NAME OF ISSUER:
Iveda Solutions, Inc.
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ITEM 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1201 South Alma School Road, Suite 8500
Mesa, Arizona 85210
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ITEM 2(a).
|
NAME OF PERSON FILING:
Wolverine Asset Management, LLC
Wolverine Holdings, L.P.
Wolverine Trading Partners, Inc.
Christopher L. Gust
Robert R. Bellick
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ITEM 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Wolverine Asset Management, LLC
175 West Jackson Blvd., Suite 340
Chicago, IL 60604
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ITEM 2(c).
|
CITIZENSHIP:
Wolverine Asset Management, LLC – Illinois
Wolverine Holdings, L.P. – Illinois
Wolverine Trading Partners, Inc. – Illinois
Christopher L. Gust – US Citizen
Robert R. Bellick – US Citizen
|
ITEM 2(d).
|
TITLE OF CLASS OF SECURITIES:
Common stock, $0.00001 par value
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ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: |
(a) | ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); |
(b) | ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d)
|
☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
(e) | ☒ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
(f) | ☐ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
(g) | ☒ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
(h)
|
☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i) | ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | ☐ A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); |
(k)
|
☐ Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
|
ITEM 4. | OWNERSHIP: |
(a) | Amount beneficially owned: |
As of the date of this filing, Wolverine Asset Management, LLC (“WAM”) is deemed to have voting and dispositive power over 2,000,000 shares of the common stock of Iveda Solutions, Inc. (the “Issuer”). This amount consists of (i) 1,000,000 shares of common stock receivable upon conversion of Series B Preferred Stock of the Issuer (the “Series B Preferred Stock”) and (ii) 1,000,000 shares of common stock receivable upon exercise of warrants issued by the Issuer, consisting of 500,000 Tranche A Warrants and 500,000 Tranche B Warrants (collectively, the “Warrants”).
|
(b) | Percent of class: |
6.8%
|
As of the date of this filing, each of WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust may be deemed to be the beneficial owner of 6.8% of the Issuer’s outstanding shares of common stock, which percentage was calculated by dividing (i) the sum of (a) 1,000,000 shares of common stock receivable upon conversion of the Series B Preferred Stock plus (b) 1,000,000 shares of common stock receivable upon exercise of the Warrants by (ii) the sum of (a) 27,308,357 shares of common stock outstanding as of November 7, 2014, as reported in the Issuer’s quarterly report on Form 10-Q filed November 14, 2014, plus (b) 1,000,000 shares of common stock receivable upon conversion of the Series B Preferred Stock, plus (c) 1,000,000 shares of common stock receivable upon exercise of the Warrants.
|
Pursuant to a Securities Purchase Agreement dated January 16, 2015 (the Securities Purchase Agreement”), for any calendar month in which the Issuer receives and accepts purchase orders covering at least one thousand (1,000) cameras, the Issuer shall deliver a certificate to certain purchasers under the Securities Purchase Agreement requesting a purchase of securities in a subscription amount equal to 75% of the amount of the purchase orders for such calendar month, less any delinquent purchase orders, and WAM’s advisory client shall be obligated to purchase additional Series B Preferred Shares and Warrants subject to satisfaction of the conditions set forth in the Securities Purchase Agreement. In no event shall (i) the Issuer deliver an additional closing request with respect to any calendar month ending six full calendar months after the date of the Securities Purchase Agreement; or (ii) WAM’s advisory client be obligated to purchase securities in excess of its aggregate subscription amount of $1.5 million. This description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which was filed as an exhibit to the Issuer’s Current Report on Form 8-K, dated January 28, 2015.
|
The terms of the Series B Preferred Stock and the Warrants provide that such securities may not be converted or exercised, as applicable, to the extent that the holder thereof would beneficially own more than a maximum of 9.99% of the common stock of the Issuer outstanding immediately after giving effect to such conversion or exercise.
|
(c) | Number of shares as to which the person has: |
(i)
|
Sole power to vote or to direct the vote:
|
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
As of the date of this filing, each of WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust have shared power to vote or direct the vote of (i) 1,000,000 shares of the common stock of the Issuer underlying the Series B Preferred Stock upon conversion of the Series B Preferred Stock, and (ii) up to 1,000,000 shares of the common stock of the Issuer underlying the Warrants upon exercise of the Warrants.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
As of the date of this filing, each of WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to dispose or direct the disposition of (i) 1,000,000 shares of the common stock of the Issuer underlying the Series B Preferred Stock upon conversion of the Series B Preferred Stock, and (ii) up to 1,000,000 shares of the common stock of the Issuer underlying the Warrants upon exercise of the Warrants.
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
|
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
Wolverine Flagship Fund Trading Limited is known to have the right to receive the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement that are beneficially owned by WAM.
|
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: |
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: |
ITEM 10. | CERTIFICATION: |
Date: February 2, 2015
|
|
Wolverine Asset Management, LLC
|
|
/s/ Kenneth L. Nadel
|
|
Signature
|
|
Kenneth L. Nadel, Chief Operating Officer
|
|
Name/Title
|
|
Wolverine Holdings, L.P.
|
|
/s/Christopher L. Gust
|
|
Signature
|
|
Christopher L. Gust, Managing Director
|
|
Name/Title
|
|
Wolverine Trading Partners, Inc.
|
|
/s/Christopher L. Gust
|
|
Signature
|
|
Christopher L. Gust, Authorized Signatory
|
|
Name/Title
|
|
/s/Christopher L. Gust
|
|
Christopher L. Gust
|
|
/s/ Robert R. Bellick
|
|
Robert R. Bellick
|
Wolverine Asset Management, LLC
|
|
/s/ Kenneth L. Nadel
|
|
Signature
|
|
Kenneth L. Nadel, Chief Operating Officer
|
|
Name/Title
|
|
Wolverine Holdings, L.P.
|
|
/s/Christopher L. Gust
|
|
Signature
|
|
Christopher L. Gust, Managing Director
|
|
Name/Title
|
|
Wolverine Trading Partners, Inc.
|
|
/s/Christopher L. Gust
|
|
Signature
|
|
Christopher L. Gust, Authorized Signatory
|
|
Name/Title
|
|
/s/Christopher L. Gust
|
|
Christopher L. Gust
|
|
/s/ Robert R. Bellick
|
|
Robert R. Bellick
|