Quantum Fuel Systems Tech fka QTWWQ

[PASHA]

Maybe this has to do with price going down


Item 3.02. Unregistered Sales of Equity Securities
On July 7, 2008, WB QT, LLC, the holder of the Registrant's $16.2 million convertible promissory note, converted $2 million of principal at a conversion price of $1.35 per share.

As a result of such conversion, the Registrant issued to WB QT, LLC, a total of 2,014,815 shares of its common stock, consisting of 1,481,481 shares to satisfy the principal conversion and 533,334 shares to satisfy the Make-Whole Amount. As described in the Registrant's Current Report on Form 8-K filed with the Commission on June 5, 2008 ("Prior Filing"), which is incorporated herein by reference, the Make-Whole Amount is the amount of interest that would have been paid through the maturity date of the convertible promissory note on the $2 million of principal had WB QT, LLC not converted. As disclosed in the Prior Filing, the number of shares issuable in satisfaction of the Make-Whole Amount is based on a fixed price of $1.50 per share. The material conversion and other terms of the Registrant's $16.2 million convertible promissory note are described in Item 1.01 of the Prior Filing.