Current Report Filing (8-k)
October 12 2018 - 4:59PM
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): October 12, 2018
HYPERSOALR, 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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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):
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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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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 1.01 Entry into a Material Definitive Agreement.
On October 05, 2018,
HyperSolar, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
pursuant to which the Company agreed to issue and sell a convertible promissory note (the “Promissory Note”) in the
aggregate principal amount of $53,000 to an accredited investor (the “Investor”). The Note was funded on October 12,
2018 (the “Effective Date”).
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 180 days following the
Effective Date of the Promissory Note at the “Variable Conversion Price” which shall mean 61% multiplied by the average
of the lowest two Trading Prices (as such term is defined in the Promissory Note) for the common stock during the fifteen (15)
Trading Day period ending on the latest complete trading day prior to the conversion date. Notwithstanding the foregoing, the Investor
shall be restricted from effecting a conversion, if such conversion, along with the other shares of the Company’s common
stock beneficially owned by the Investor and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common
stock.
The Company has the
right but not the obligation under the Promissory Note to prepay the outstanding note, wherein the Company would pay to the Investor
a percentage of the outstanding note (the “Prepayment Percentage”), such Prepayment Percentage dependent upon the period
of time during which the Company elects to prepay the outstanding Promissory Note.
The Agreement also
enumerates events of default, which include, but are not limited to, failure to pay principal and interest, breach of covenant,
bankruptcy and delisting of common stock.
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
Promissory Note filed as Exhibit 10.1 hereto, which is incorporated herein by reference, and further qualified in its entirety
by reference to the complete text of the Purchase Agreement filed as Exhibit 10.2 hereto, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation.
The information set
forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set
forth in Item 1.01 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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HYPERSOLAR, INC.
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Date: October 12, 2018
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/s/ Timothy Young
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Timothy Young
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Chief Executive Officer
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