SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol QUANTUMSPHERE, INC. [ QSIM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/04/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
10% Subordinated Convertible Promissory Note | (2) | 12/04/2015 | J(1) | $52,652.81 | (2) | (3) | Common Stock | 32,908 | (1) | 0 | D | ||||
10% Subordinated Convertible Promissory Note | (2) | 12/04/2015 | J(1) | $52,652.81 | (2) | (3) | Common Stock | 32,908 | (1) | 0 | I | Reference footnote(4) | |||
Common stock warrant (right to buy) | (5) | 12/04/2015 | J(1) | 15,625 | (6) | 05/28/2020 | Common Stock | 15,625 | (1) | 0 | D | ||||
Common stock warrant (right to buy) | (5) | 12/04/2015 | J(1) | 15,625 | (6) | 05/28/2020 | Common Stock | 15,625 | (1) | 0 | I | Reference footnote(4) | |||
10% Subordinated Convertible Promissory Note | $1.6 | 12/04/2015 | J(1) | $52,652.81 | (7) | (8) | Common Stock | 32,908 | (1) | $52,652.81 | D | ||||
10% Subordinated Convertible Promissory Note | $1.6 | 12/04/2015 | J(1) | $52,652.81 | (7) | (8) | Common Stock | 32,908 | (1) | $52,652.81 | I | Reference footnote(4) | |||
Common stock warrant (right to buy) | $3 | 12/04/2015 | J(1) | 17,551 | (9) | 12/04/2020 | Common Stock | 17,551 | (1) | 17,551 | D | ||||
Common stock warrant (right to buy) | $3 | 12/04/2015 | J(1) | 17,551 | (9) | 12/04/2020 | Common Stock | 17,551 | (1) | 17,551 | I | Reference footnote(4) |
Explanation of Responses: |
1. On December 4, 2015, QuantumSphere, Inc., a Nevada corporation (the "Registrant"), exchanged Robert C. Poli's (the "Reporting Person") 10% Subordinated Convertible Promissory Notes issued on May 28, 2015 (the "May 2015 Notes") and detachable common stock purchase warrants issued in connection therewith (the "May 2015 Warrants") with 10% Subordinated Convertible Promissory Notes (the "December 2015 Notes") and detachable common stock purchase warrants (the "December 2015 Warrants"). Each of the Reporting Person's May 2015 Notes consisted of approximately Fifty-Two Thousand Six Hundred Fifty-Two Dollars and Eighty-One Cents ($52,652.81) in principal and interest for an aggregate amount of One Hundred Five Thousand Three Hundred Five Dollars and Sixty-Two Cents ($105,305.62) in principal and interest. |
2. All outstanding principal and accrued interest under the Reporting Person's May 2015 Notes were to be automatically converted into shares of common stock ("Common Stock") of the Registrant at the closing of an equity financing of Four Million Dollars ($4,000,000) or more ("Qualifying Equity Financing") based upon a conversion price equal to the lesser of (i) a twenty percent (20.0%) discount to the price per share of common stock of the Qualifying Equity Financing, or (ii) a twenty percent (20.0%) discount to the closing bid price of the Registrant's common stock on May 28, 2015. Alternatively, the outstanding principal and accrued interest may have been voluntarily converted, at the sole discretion of the Reporting Person, at any time prior to the close of the Qualifying Equity Financing, in whole or in part, at a conversion price per share equal to a twenty percent (20.0%) discount to the closing bid price of the Registrant's Common Stock on May 28, 2015. |
3. The May 2015 Notes were to mature upon the earlier of (i) May 28, 2016, or (ii) the closing of a Qualifying Equity Financing. |
4. Millennium Trust Co. LLC Custodian FBO Francis C Poli IRAT. |
5. In connection with the May 2015 Notes, the Reporting Person was also issued May 2015 Warrants equal to 50% of the face value of the May 2015 Notes based upon an exercise price (the "Exercise Price") equal to the lesser of (i) a twenty percent (20.0%) discount to the price per share of common stock of a Qualifying Equity Financing, or (ii) a twenty percent (20.0%) discount to the closing bid price of the Registrant's common stock on the Closing Date as listed for trading on the Over The Counter Bulletin Board under the symbol "QSIM". |
6. 100% of the shares subject to the May 2015 Warrants were fully vested and exercisable. |
7. All outstanding principal and accrued interest under the December 2015 Notes will be automatically converted into shares of common stock of the Registrant at the closing of a Qualifying Equity Financing based upon a conversion price of One Dollar Sixty Cents ($1.60) per share. Alternatively, the outstanding principal and accrued interest may be voluntarily converted, at the sole discretion of the Reporting Person, at any time prior to the close of the Qualifying Equity Financing, in whole or in part, at a conversion price of One Dollar Sixty Cents ($1.60) per share. |
8. The December 2015 Notes will mature upon the earlier of (i) December 4, 2016, or (ii) the closing of a Qualifying Equity Financing. |
9. 100% of the shares subject to the December 2015 Warrants are fully vested and exercisable. |
/s/ Gregory L. Hrncir as Attorney-in-Fact for Francis C. Poli | 12/09/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |