Current Report Filing (8-k)
February 27 2018 - 4:41PM
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): February 26, 2018
BIOSOLAR,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-54819
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20-4754291
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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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27936
Lost Canyon Road, Suite 202, Santa Clarita, CA 91387
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code:
(661) 251-0001
Copies
to:
Gregory
Sichenzia, Esq.
Marcelle
S. Balcombe, Esq.
Sichenzia
Ross Ference Kesner 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):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
2.03 Creation of a Direct Financial Obligation.
On
February 26, 2018 (the “Effective Date”), Biosolar, Inc. (the “Company”) issued and sold a promissory
note (the “Promissory Note”) in the aggregate principal amount of $500,000 to an accredited investor, of which $15,000
was advanced upon issuance of the Note and the balance to be advanced at the discretion of the lender. The principal and interest
under the Promissory Note is due and payable twelve (12) months from the Effective Date of the Promissory Note. The Promissory
Note bears interest at a rate of 10% per annum and is convertible into shares of common stock of the Company at a price of the
lesser of (a) $0.03 per share of the Company’s common stock or (b) Fifty Percent (50%) of the lowest trade price of the
Company’s common stock recorded on any trade day after the Effective Date or (c) the lowest effective price per share granted
to any person or entity, including the investor but excluding officers and directors of the Company, after the Effective Date
to acquire common stock of the Company, or adjust, whether by operation of purchase price adjustment, settlement agreements, exchange
agreements, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire common
stock of the Company or outstanding common stock equivalents.
In
connection with the sale of the Promissory Note, the Company relied upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended, for transactions not involving a public offering.
The
foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to
the complete text of the form of Promissory Note filed as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 2.03 is incorporated by reference into this Item 3.02.
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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BIOSOLAR,
INC.
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Date:
February 27, 2018
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/s/
David Lee
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David
Lee
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Chief
Executive Officer
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2