Current Report Filing (8-k)
15 August 2018 - 6:22AM
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):
August 10, 2018
HYPERSOLAR,
INC.
(Exact
name of registrant as specified in charter)
NEVADA
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000-54437
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26-4298300
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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510
Castillo Street, Suite 320, Santa Barbara, CA 93101
(Address
of Principal Executive Offices) (Zip Code)
(805)
966-6566
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mart 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
August 10, 2018 (the “Effective Date”), HyperSolar, 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 $100,000
was advanced upon issuance of the Note and the balance to be advanced at the discretion of the investor. The principal and interest
of each advance under the Promissory Note is due and payable twelve (12) months from the effective date of such advance. 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) $0.005 per share of the Company’s common stock or (b) Sixty-one (61%) of the lowest trading price of the Company’s
common stock recorded on any trading day after the Effective Date.
In
connection with the issuance of the Promissory Note, the Company relied upon an 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
SIGNATURE
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.
Date:
August 14, 2018
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HYPERSOLAR,
INC.
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By:
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/s/
Timothy Young
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Timothy
Young
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Chief
Executive Officer
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2
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