Current Report Filing (8-k)
July 17 2019 - 5:30PM
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 25, 2018
QuantumSphere,
Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-53913
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20-3925307
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(state
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File Number)
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Identification
Number)
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2
Park Plaza, Suite 1200, Irvine, CA 92614
(address of principal executive offices) (zip code)
800-307-4299
(registrant’s
telephone number, including area code)
3480
Warner Ave, Unit R, Santa Ana, CA 92704
(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 (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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Emerging
growth company [X]
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. [X]
Item
1.01 Entry into a Material Definitive Agreement.
On
June 25, 2018, the Company entered into a settlement agreement and stipulation (“Settlement Agreement”) with Livingston
Asset Management LLC (“Livingston”) in connection with the settlement of $815,479 of bona fide obligations the Company
owed to certain of its creditors. The settlement agreement was subject to Federal court fairness hearing, and on August 13, 2018
a Federal court granted approval of Settlement Agreement. If satisfied in full, pursuant to the Settlement Agreement the Company
shall reduce the Company’s debt obligations in exchange for the issuance of shares of Company’s common stock to Livingston
at a 40% discount to the market price, in one or more tranches, pursuant to the terms of section 3(a)(10) of the Securities Act
of 1933, as amended. At no time may Livingston beneficially own more than 9.99% of the Company’s outstanding stock. Under
the terms of a separate engagement letter, in connection with the Settlement Agreement, the Company is to pay a registered placement
agent ten percent (10%) of the dollar amount of creditor obligations satisfied pursuant to the Settlement Agreement.
On
March 7, 2019, the majority creditor in the Settlement Agreement terminated its Claim Purchase Agreement with Livingston Asset
Management LLC, dated May 29, 2018, in the amount of $375,486.86. This debt has been returned to the creditor and the Claim Purchase
Agreement has been removed from the $815,479.62 total 3(a)10 pool, leaving a new total balance of $439,993.62. As of this filing,
$18,500 has converted, leaving a balance on the Livingston Settlement agreement of $421,493.62.
The
foregoing is a summary of the terms of the Settlement Agreement and is qualified in its entirety by the Settlement Agreement attached
hereto and incorporated herein as Exhibit 10.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits: The following exhibits are filed with this report:
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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Date:
July 17, 2019
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QuantumSphere, Inc.
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By:
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/s/
Kevin D. Maloney
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Name:
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Kevin
D. Maloney
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Title:
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President
and CEO
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