Current Report Filing (8-k)
September 08 2017 - 1:40PM
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
September
8, 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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800-307-4299
(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):
[ ]
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))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
September 5, 2017, QuantumSphere, Inc., a Nevada corporation (the “Registrant”), entered into an Equipment Purchase
and Sale Agreement (the “September 2017 Agreement”) with Vivakor, Inc. (“Vivakor”) in which the Registrant
agreed to sell to Vivakor: 1. Two patents relating to the manufacture and production of nano-particles for use in conjunction
with ammonia, methanol, hydrogen, light olefins and other chemical applications which may be improved through the use of FeNIX
and other nano-particles; 2. Reactors related to nanomaterials production, passivation equipment, ammonia bench-test and ammonia
lab analysis equipment, nanomaterials inventory, computer equipment, and related property of the Registrant related to nanomaterials
and ammonia processes; and 3. The Joint Development Agreement by and between Casale, S.A. and the Registrant dated May 2015, and
the Commercialization Partnership Agreement by and between Casale, S.A. and the Registrant dated March 2016.
In
return, the Registrant shall receive from Vivakor up to $5.0 million in Vivakor convertible Preferred Series C Shares (“the
Preferred Shares”) as follows:
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1.
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The
Registrant shall receive $2.5 million in Preferred Shares upon execution of the September 2017 Agreement;
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2.
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The
Registrant shall receive an additional $2.5 million in Preferred Shares should a purchase order for a minimum of $450,000
be received for nano iron from an ammonia plant within six months of the signing of the September 2017 Agreement, or;
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3.
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The
Registrant shall receive an additional $1.5 million in Preferred Shares should a purchase order for a minimum of $450,000
be received for nano iron from an ammonia plant within six months and one day to one year of the signing of the September
2017 Agreement, or:
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4.
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The
Registrant shall receive an additional $0.5 million in Preferred Shares should a purchase order for a minimum of $450,000
be received for nano iron from an ammonia plant within one year and one day to two years of the signing of the September 2017
Agreement,
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The
Preferred Shares shall convert to common shares on a 1-for-1 basis over a four year period at twenty-five percent per year, or
will automatically vest upon such time that the purchase orders from Casale, S.A. or others exceed $3.0 million worth of annual
orders.
In
addition, the Registrant shall be entitled to receive a royalty payable within ninety days after the end of each calendar year
from the prior year’s activities with respect to all Casale, S.A. or other definitive purchase orders. The royalty shall
continue for a ten year period and shall equal five percent of gross revenues from the FeNIX orders.
Vivakor
will also grant to the Registrant warrants to purchase 11 million shares of Vivakor Restricted Common Stock, which shall be subject
to a lock-up agreement pursuant to which during the two year period after the date of conversion, the holder may sell only a number
of shares equal to twenty percent of the ten day average volume of Vivakor common stock as reported on its trading market during
any ninety day period, at $0.50 per share as of the closing date of the transactions contemplated by the September 2017 Agreement.
The warrants shall have an expiration date of two years from the closing date, may not be transferred or assigned without the
prior written consent of Vivakor, which consent will not be unreasonably withheld. If warrants are exercised within ninety days
of the close of the September 2017 Agreement, the warrant price will be $0.35 per share.
The
eight remaining patents shall remain with the Registrant.
The
above sale by the Registrant to Vivakor has been approved by the Registrant’s senior secured lender, Novus Capital, and
all Series O-2 junior secured note holders.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHBITS
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:
September 8, 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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