Current Report Filing (8-k)
March 21 2017 - 5:24PM
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
Date of Report (Date of earliest event reported):
March 20, 2017
BIOSOLAR, INC.
(Exact name of registrant as specified in its
charter)
Nevada
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000-54819
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20-4754291
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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27936 Lost Canyon Road, Suite 202, Santa
Clarita, CA 91387
(Address of principal executive offices and
Zip Code)
Registrant's telephone number, including area
code:
(661) 251-0001
Copies to:
Gregory Sichenzia, Esq.
Marcelle S. Balcombe, Esq.
Sichenzia Ross Ference Kesner LLP
61 Broadway, 32
nd
Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 2.03 Creation of a Direct Financial Obligation.
On March 20, 2017
(the “Effective Date”), Biosolar, Inc. (the “Company”) issued and sold a promissory note (the
“Promissory Note”) in the aggregate principal amount of $500,000 to an accredited investor, of which $25,000 was
advanced upon issuance of the Promissory Note and the balance to be advanced at the discretion of the lender. The principal
and interest under the Promissory Note is due and payable twelve (12) months from the Effective Date of the Promissory Note.
The Promissory Note bears interest at a rate of 10% per annum and is convertible into shares of common stock of the Company
at a price of the lesser of (a) $0.13 per share of the Company’s common stock, (b) Fifty Percent (50%) of the lowest
trade price of the Company’s common stock recorded on any trade day after the Effective Date or (c) the lowest
effective price per share granted to any person or entity, including the investor but excluding officers and directors of the
Company, after the Effective Date to acquire common stock of the Company, or adjust, whether by operation of purchase price
adjustment, settlement agreements, exchange agreements, reset provision, floating conversion or otherwise, any outstanding
warrant, option or other right to acquire common stock of the Company or outstanding common stock equivalents.
In connection with the
sale of the Promissory Note, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended, for transactions not involving a public offering.
The foregoing description
of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the
form of Promissory Note filed as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 2.03 is
incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
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Description
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10.1
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Form of Promissory Note
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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.
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BIOSOLAR, INC.
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Date: March 21, 2017
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By:
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/s/ David Lee
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David Lee
Chief Executive Officer
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