Current Report Filing (8-k)
June 26 2019 - 5:06PM
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): June 3, 2019
HYPERSOLAR
,
INC.
(Exact name of registrant
as specified in its charter)
Nevada
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000-54437
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26-4298300
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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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10
E. Yanonali, Suite 36
Santa Barbara, CA 93101
(Address of principal executive
offices and Zip Code)
Registrant’s telephone number, including area
code:
(
805) 966-6566
Copies to:
Gregory Sichenzia,
Esq.
Marcelle S. Balcombe, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of
the Americas, 37th Floor
New York, New York 10036
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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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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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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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Not applicable
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Not applicable
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Not applicable
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Indicate by check mark whether the registrant is
an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 3.02 Unregistered Sales
of Equity Securities.
As previously reported, Hypersolar, Inc. (the “Company”)
entered into agreements pursuant to which it issued convertible notes to various accredited investors which notes are convertible
into shares of the Company’s common stock on the terms and conditions set forth in the various agreements. Between April
15, 2019 and June 3, 2019, holders of the convertible promissory notes converted partial principal and interest into an aggregate
of 60,565,566 shares of the Company’s common stock.
The securities above were offered and sold pursuant
to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions
did not involve a public offering.
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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HYPERSOLAR, INC.
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Date: June 26, 2019
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/s/ Timothy Young
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Timothy Young
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Chief Executive Officer
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