Current Report Filing (8-k)
20 March 2017 - 9:09PM
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
March
16, 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
March 14, 2017, QuantumSphere, Inc., a Nevada corporation (the “Registrant”), entered into a Securities Purchase Agreement
(the “March 2017 Securities Purchase Agreement”) with a certain accredited investor (the “Investor”) pursuant
to which the Registrant issued a 12% convertible promissory note in the original principal amount of forty-eight thousand dollars
($48,000) (the “March 2017 Note”). The March 2017 Note consists of (i) forty-five thousand dollars ($45,000) of cash
investment and (ii) three thousand dollars ($3,000) of legal fee and due diligence fee.
The
March 2017 Note shall bear simple interest at the rate of twelve percent (12%) per annum and will mature on December 30, 2017.
The default interest rate on the March 2017 Note is twenty-two percent (22%) per annum. All interest shall accrue and be payable
at maturity in the form of cash unless the Investor options to convert the accrued interest into common stock. The March 2017
Note is convertible into common stock at any time beginning one hundred eighty (180) days following the date of the note and ending
on the later of (i) the maturity date and (ii) the date of payment of the default amount. The conversion price will be sixty percent
(60%) of the market price, defined as the average of the lowest three (3) trading prices for the common stock on the OTCQB during
the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
The
foregoing description of the March 2017 Securities Purchase Agreement does not purport to be complete and is qualified in its
entirety by reference to Exhibit 10.1, which is attached hereto and which is incorporated herein its entirety by this reference.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
The
disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
ITEM
3.02 UNREGISTERED SALE OF EQUITY SECURITIES
The
disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.02.
ITEM
8.01 OTHER EVENTS
As
of the date of this filing, approximately $628,000 in June 2016 notes payable and accrued interest have been converted at a discount
to common stock, and approximately $271,000, held by an affiliate, remain to be converted at a discount to common stock.
As
of the date of this filing, approximately $2.0 million in other notes payable and accrued interest remain that the Company intends
to pursue conversion to common stock at a yet to be determined price.
As
of the date of this filing, approximately $334,000 in secured notes payable and accrued interest remain that will not be converted
into common stock
ITEM
9.01 FINANCIAL STATEMENTS AND EXHBITS
Exhibit
No.
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Description
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10.1
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March
2017 Securities Purchase 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:
March 16, 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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