Current Report Filing (8-k)
November 10 2016 - 9:35AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
November
8, 2016
Date
of Report (Date of earliest event reported)
QUANTUM
MATERIALS CORP.
|
(Exact
name of registrant as specified in its charter)
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Nevada
|
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000-52956
|
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20-8195578
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
|
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(I.R.S. Employer
Identification No.)
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3055
Hunter Road
San
Marcos, Texas 78666
(Address
of principal executive offices)
(713)
817-2675
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On
November 8, 2016, Quantum Materials Corp. (the “
Company
”) signed a $9.75 million purchase agreement (the “
Purchase
Agreement
”) with Lincoln Park Capital Fund, LLC (“
Lincoln Park
”), an Illinois limited liability company.
The Company also entered into a registration rights agreement (the “
RRA
”) with Lincoln Park whereby the Company
agreed to file a registration statement related to the transaction with the U.S. Securities and Exchange Commission (“
SEC
”)
covering the shares of the Company’s common stock that may be issued to Lincoln Park under the Purchase Agreement.
After
the SEC has declared effective the registration statement related to the transaction, we have the right, in our sole discretion,
over a 36-month period to sell shares of common stock to Lincoln Park in amounts up to 200,000 shares per regular sale, which
may be increased to up to 350,000 shares depending on certain conditions as set forth in the Purchase Agreement, up to the aggregate
commitment of $9.75 million (“
Regular Purchases
”). In addition to Regular Purchases and subject to the terms
and conditions of the Purchase Agreement, the Company in its sole discretion may direct Lincoln Park on each purchase date to
make “accelerated purchases” on the following business day as provided in Purchase Agreement. The Company and Lincoln
Park shall not effectuate any Regular Purchase under the Purchase Agreement on any purchase date that the closing sale price of
the Company’s common stock is less than $0.12.
There
are no upper limits on the per share price Lincoln Park may pay to purchase our common stock, however the Company may not sell
more than $500,000 in shares of common stock to Lincoln Park per Regular Purchase. The sale price of the shares related to the
$9.75 million of future funding will be based on the then prevailing market prices of the Company’s shares without any discount
and will be fixed and known to the Company at the time of the sales. Furthermore, the Company controls the timing and amount of
any future sales, if any, of shares of common stock to Lincoln Park.
The
Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination
provisions by, among and for the benefit of the parties. Lincoln Park has covenanted not to cause or engage in any manner whatsoever,
any direct or indirect short selling or hedging of the Company’s shares of common stock.
In
consideration for entering into the Purchase Agreement, we issued to Lincoln Park 1,750,000 shares of our common stock as a commitment
fee. The Purchase Agreement may be terminated by us at any time at our discretion without any cost to us. The proceeds received
by the Company under the Purchase Agreement are expected to be used for any corporate purpose at the sole discretion of the Company.
The
foregoing description of the Purchase Agreement and the RRA are qualified in their entirety by reference to the full text of the
Purchase Agreement and the RRA, a copy of each of which is attached hereto as
Exhibits 10.1
and
10.2
, respectively,
and each of which is incorporated herein in its entirety by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
disclosure set forth above in
Item 1.01
is hereby incorporated by reference into this
Item 3.02
.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No.
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Description
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10.1
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Purchase
Agreement, dated as of November 8, 2016, by and between the Company and Lincoln Park Capital Fund, LLC
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10.2
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Registration
Rights Agreement, dated as of November 8, 2016, by and between the Company and Lincoln Park Capital Fund, LLC
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated:
November 10, 2016
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QUANTUM MATERIALS CORP.
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By:
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/s/
Craig Lindberg
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Name:
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Craig
Lindberg
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Title:
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Chief
Financial Officer
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