Current Report Filing (8-k)
August 06 2018 - 5:01PM
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): July 31, 2018
HYPERSOLAR,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-54437
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26-4298300
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
510 Castillo Street, Suite 320, Santa Barbara, CA 93101
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code:
(805) 966-6566
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
1.01 Entry into a Material Definitive Agreement.
Effective
July 31, 2018 (the “Effective Date”), HyperSolar, Inc. (the “Company”) issued and sold a convertible
promissory note (the “Promissory Note”), pursuant to that certain Securities Purchase Agreement (the
“Purchase Agreement”) effective as of July 23, 2018, in the aggregate principal amount of $63,000 to an
accredited investor (the “Investor”). The Promissory Note was funded on August 1, 2018.
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:
August 6, 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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