UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 1823, 2016

QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)




DE	000-49629	33-0933072
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

25242 Arctic Ocean Drive, Lake Forest, CA 92630

(Address of principal executive offices) (Zip Code)

(949) 399-4500

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement

AsThe ~~previously~~information ~~reported~~discussed inunder aItem ~~Current Report filed on Form 8-K filed with the SEC on March 23, 2016, Quantum Fuel Systems Technologies Worldwide, Inc~~1.03 ~~(the~~of ~~“Company”)~~this ~~filed~~report ~~a voluntary petition for relief (the “Bankruptcy Petition)~~ under ~~chapter 11 of the United States Code (the~~ “~~Bankruptcy~~Dip ~~Code~~Financing”) inis ~~the~~incorporated ~~United~~herein ~~States~~by ~~Bankruptcy Court for the Central District of California (the “Bankruptcy Court”)~~reference. The Company will continue to manage its properties and operate its business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Court and orders of the Bankruptcy Court. Through the Chapter 11 case, the Company seeks to implement a sale of substantially all assets of the Company pursuant to section 363(b) of the Bankruptcy Code (the “363 Sale”).

OnItem ~~May 18, 2016, the Company filed its monthly operating report (the “Monthly Operating Report”) for the month ended April 30, 2016 with the~~ 1.03 Bankruptcy ~~Court. The~~or ~~Monthly Operating Report is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.~~Receivership

~~The~~Chapter ~~information~~11 contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.Filings

~~Cautionary~~As ~~Note~~previously ~~Regarding~~reported ~~the~~in ~~Monthly~~a ~~Operating~~Current Report on Form 8-K filed by the Company on March 23, 2016 (the Prior 8-K), Quantum Fuel Systems Technologies Worldwide, Inc. (the “Company”) filed a voluntary petition for relief (the “Bankruptcy Petition) under chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Central District of California (the “Bankruptcy Court”). The Company will continue to manage its properties and operate its business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Court and orders of the Bankruptcy Court. Through the Chapter 11 case, the Company seeks to implement a sale of substantially all assets of the Company pursuant to section 363(b) of the Bankruptcy Code (the “363 Sale”).

~~The~~DIP Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Chapter 11 case and is in a format acceptable to the U.S. Trustee. The Company is not required to publicly update the Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the Monthly Operating Report is based are erroneous. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment (which may be material) and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results. Financing

~~Other~~As ~~Cautionary~~also ~~Statements~~previously reported in the Prior 8-K, the Company sought approval for up to $6.0 million of debtor-in-possession financing on the terms set forth in the DIP Credit Agreement, as amended, with Douglas Acquisitions, LLC (the “Lender”). The Bankruptcy Court issued an Interim Order approving the DIP Credit Agreement on March 29, 2016, and issued a final Order approving the DIP Credit Agreement on April 13, 2016.

~~The~~On ~~Company’s~~May ~~shareholders~~23, ~~are~~2016, ~~cautioned~~the ~~that~~Debtor ~~trading~~and inLender ~~the~~entered ~~Company’s~~into ~~common~~a ~~stock~~Third ~~during~~Amendment ~~the~~to ~~pendency of~~ the ~~Chapter~~DIP 11Credit ~~Case~~Agreement isthat ~~highly~~increased ~~speculative~~the ~~and~~commitment ~~involves~~amount ~~substantial~~under ~~risks. Trading prices for~~ the ~~Company’s~~DIP ~~common~~Credit ~~stock~~Agreement ~~may~~from ~~bear~~$6.0 ~~little~~million ~~or no relationship~~ to ~~the~~$7.636 ~~actual~~million. The ~~recovery,~~Bankruptcy ifCourt ~~any,~~issued byan ~~shareholders~~Order inapproving the ~~Company’s~~Third ~~Chapter~~Amendment 11on ~~case. Accordingly~~May 24, ~~the Company urges extreme caution with respect to existing and future investments in its common shares~~2016.

IfA ~~sufficient~~copy ~~funds~~of ~~are~~the ~~not~~Third ~~generated~~Amendment byis ~~the~~filed ~~sale~~herewith ~~process~~as orExhibit ~~any~~10.1 ~~Chapter~~to ~~11plan~~this inCurrent ~~excess~~Report ofand ~~secured~~is ~~claims,~~incorporated ~~priority~~herein ~~claims~~by reference, and ~~general~~the ~~unsecured~~description ~~claims,~~of the ~~holders~~terms of the ~~Company’s~~Third ~~common~~Amendment ~~stock~~is ~~might~~qualified ~~receive~~in noits entirety by reference to such exhibit.

~~distribution~~Cautionary on account of their interests and, in the event of a Chapter 11 liquidation plan, their existing common stock may be cancelled. If certain requirements of the Bankruptcy Code are met, a liquidation plan can be confirmed notwithstanding its rejection by the Company’s equity security holders and notwithstanding the fact that such equity security holders do not receive or retain any property or other value in respect of their equity interests.Statements

Exhibit No.	Description
99.1	Monthly Operating Report for the month ended April 30, 2016.

The Debtor’s shareholders are cautioned that trading in the Debtor’s common stock during the pendency of the Chapter 11 Case is highly speculative and involves substantial risks. Trading prices for the Debtor’s common stock may bear little or no relationship to the actual recovery, if any, by shareholders in the Debtor’s Chapter 11 Case. Accordingly, the Debtor urges extreme caution with respect to existing and future investments in its common shares.

If sufficient funds are not generated by the sale process or any Chapter 11plan in excess of secured claims, priority claims and general unsecured claims, the holders of the Debtor’s common stock might receive no distribution on account of their interests and, in the event of a Chapter 11 liquidation plan, their existing common stock may be cancelled. If certain requirements of the Bankruptcy Code are met, a liquidation plan can be confirmed notwithstanding its rejection by the Debtor’s equity security holders and notwithstanding the fact that such equity security holders do not receive or retain any property or other value in respect of their equity interests.

In the Chapter 11 Case, the Debtor is required periodically to file various documents with, and provide certain information to, the Bankruptcy Court, including statements of financial affairs, schedules of assets and liabilities, monthly operating reports, and other financial information. Such materials will be prepared according to requirements of federal bankruptcy law. While they would be expected to accurately provide then-current information required under federal bankruptcy law, such materials will contain information that may be unconsolidated and will generally be unaudited and prepared in a format different from that used in the Debtor’s consolidated financial statements filed with the SEC under the federal securities laws. Accordingly, the Debtor believes that the substance and format of such materials do not allow meaningful comparison with its publicly-disclosed consolidated financial statements. Moreover, the materials filed with the Bankruptcy Court are not prepared for the purpose of providing a basis for an investment decision relating to the Debtor’s securities or for comparison with other financial information filed with the SEC.

Item 2.03 Creation of a Direct Financial Obligation or Obligation under an Off -Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.03 above of this Current Report under “DIP Financing” is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits



Exhibit No.	Description
10.1	Third Amendment, dated May 23, 2016, between Quantum Fuel Systems Technologies Worldwide, Inc. and Douglas Acquisitions, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
May 24, 2016	By:	By:	/s/ Kenneth R. Lombardo
May 27, 2016	By:		/s/ Kenneth R. Lombardo
			Kenneth R. Lombardo
			General Counsel

EXHIBIT INDEX

Exhibit No.		Description
99.1	Monthly Operating Report for the month ended April 30, 2016.
10.1	Third Amendment, dated May 23, 2016, between Quantum Fuel Systems Technologies Worldwide, Inc and Douglas Acquisitions, LLC.

Filing Compare · QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.