Current Report Filing (8-k)
March 04 2020 - 5:02PM
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 2, 2020
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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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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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 February
12, 2020 and March 2, 2020, holders of the convertible promissory notes converted partial principal and interest into an aggregate
of 77,913,970 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: March 4, 2020
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/s/ Timothy Young
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Timothy Young
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Chief Executive Officer
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