Current Report Filing (8-k)
May 31 2017 - 5:27PM
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
May
31, 2017
Date
of Report (Date of earliest event reported)
QUANTUMSPHERE,
INC.
(Exact
name of registrant as specified in its charter)
000-53913
(Commission
File Number)
Nevada
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20-3925307
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
No.)
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2905
Tech Center Drive, Santa Ana, CA
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92705
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(Address
of principal executive offices)
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(Zip
Code)
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714-545-6266
(Registrant’s
telephone number, including area code)
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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[ ]
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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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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 12, 2017, QuantumSphere,
Inc., a Nevada corporation (the “Registrant”), entered into a Settlement Agreement (the “May 2017 Settlement
Agreement”) for $701,015.78 with a certain accredited investor (the “Investor”), dependent upon a court order
approving the May 2017 Settlement Agreement. The court order was approved on May 24, 2017 by the 11
th
Judicial Circuit
Court Florida. The May 2017 Settlement Agreement, in relation to the May 2017 Debt Purchase Agreement mentioned below,
allows the conversion of acquired debt by the Investor into Registrant’s common stock at a purchase price determined as
a 45% discount to the lowest intraday trading price during the 30 prior trading days from the date that the shares are accepted
by the Investor’s brokerage firm.
On May 24, 2017, the Registrant
entered into a Debt Purchase Agreement (the “May 2017 Debt Purchase Agreement”) with a certain accredited investor
(the “Investor”) pursuant to which the Registrant issued 10,000,000 shares of common stock of the Registrant for the
acquisition of $701,015.78 of the Registrant’s debt. $10,450 of principal was reduced by the issuance of 10,000,000
shares of common stock.
On May 23, 2017, the Registrant
entered into a Debt agreement for $20,000 from an existing creditor to pay for Registrant's auditor fees. The Debt agreement
matures on February 28, 2018 and interest is 12% per annum. Default interest is 22% per annum. The debt may be converted to common
stock beginning 180 days from May 23, 2017 and ending on either the maturity date or date of payment of the default amount. The
common stock purchase price is determined as a 40% discount to the average of the three lowest trading prices of the ten day trading
period ending on the latest complete trading day prior to the conversion date.
ITEM
8.01 OTHER EVENTS
On May 23, 2017, the Registrant
converted $1,127,408.20 in Series O-2 convertible notes principal and related accrued interest (67% of the total of Series
O-2 notes) into 1,127,410 shares of Registrant’s Series A preferred stock. Each share of preferred stock has the voting
rights of 254 common shares. The preferred shares in total represent approximately 58% of all voting common shares. Three resolutions
were presented to the Series A preferred shareholders and the Registrant is currently awaiting the voting results. The first resolution
is to approve the increase in authorized common shares from 500 million to 5.0 billion. The second resolution is to
approve the sale of up to ten reactors, peripheral production and lab testing equipment, and licensing of certain QSI patents
to Vivakor, Inc. The third resolution is to grant authority to the Registrant’s board to pursue a merger with, sale to,
or acquisition of another operating company. Upon approval to increase authorized common stock to 5.0 billion, the holders of
Series A preferred stock may either retain the preferred shares or elect to convert into common shares. The amount of common shares
to be issued upon conversion are the 67% total of original principal and accrued interest divided by the 30-day VWAP (volume average
weighted price per share) for the 30-day period preceding the conversion date. The common shares are to be restricted for six
months after conversion date. If the remaining notes are not purchased by a third party for full face value (i.e., 33% of the
original principal amount and the then issued and outstanding accrued interest), within six months, the Series O-2 noteholders
must convert the remaining original principal and accrued interest of the Series O-2 notes into the Registrant’s common
stock based upon the 30-day VWAP (volume average weighted price per share) for the 30-day period preceding the six-month anniversary
of conversion of 67% of the Series O-2 notes.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHBITS
Exhibit
No.
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Description
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9.1
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May
2017 Settlement Agreement
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9.2
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May
2017 Debt Purchase Agreement
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9.3
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May
2017 Debt Agreement
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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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QUANTUMSPHERE,
INC
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Date:
May 31, 2017
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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 Chief Executive Officer
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