Current Report Filing (8-k)
November 26 2019 - 5:21PM
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): November 25, 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
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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☐
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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
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
November 25, 2019, Hypersolar, Inc. (the “Company”) filed a certificate of designation of preferences, rights and
limitations (the “Certificate of Designation”) of Series B Preferred Stock (the “Series B Preferred Stock”),
with the Secretary of State of Nevada, designating 1,000 shares of preferred stock, par value $0.001 of the Company, as Series
B Preferred Stock.
The
Series B Preferred Stock does not pay a dividend, does not have any liquidation preference over other securities issued by the
Company and are not convertible into shares of the Company’s common stock.
For
so long as any shares of the Series B Preferred Stock remain issued and outstanding, the holders thereof, voting separately as
a class, shall have voting power equal to 51% of the total vote (representing a super majority voting power) on all shareholder
matters of the Company. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares
of Series B Preferred Stock.
The
shares of the Series B Preferred
Stock shall be automatically redeemed by the Company at their par value on the first to occur of the following triggering events:
(i) a date sixty (60) days after the effective date of the Certificate of Designation, (ii) on the date that Timothy Young ceases,
for any reason, to serve as officer, director or consultant of the Company, or (ii) on the date that the Company’s shares
of common stock first trade on any national securities exchange and such listing is conditioned upon the elimination of the preferential
voting rights of the Series B Preferred Stock set forth in the Certificate of Designation.
Additionally,
the Company is prohibited from adopting any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, as
set forth in the Certificate of Designation, without the affirmative vote of all of the outstanding shares of Series B Preferred
Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series B Preferred
Stock, make technical, corrective, administrative or similar changes to such Certificate of Designation that do not, individually
or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series B Preferred Stock.
On
November 20, 2019, the Company approved the issuance of 1,000 shares of the Series B Preferred Stock to the Company’s Chief
Executive Officer, Timothy Young. The shares were offered and sold pursuant to an exemption from the registration requirements
under Section 4(a)(2) of the Securities Act of 1933, as amended.
This
description of the Certificate of Designation is only a summary and is qualified in its entirety by reference to the full text
of the form of the Certificate of Designation attached as Exhibit 3.1 hereto.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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:
November 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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