SEC Form 4 · accession 0001493152-15-006153

QUANTUMSPHERE, INC. · QSIM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Francis C Poli

Director

Period of report

May 28, 2015

Accepted (ET)

Dec 9, 2015 · 6:07 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001387135

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
10% Subordinated Convertible Promissory Note^F2,F3	—	May 28, 2015	J	—	A	—	—	Common Stock	31,250	—	D
10% Subordinated Convertible Promissory Note^F4,F2,F3	—	May 28, 2015	J	—	A	—	—	Common Stock	31,250	—	I
Common stock warrant (right to buy)^F1,F5,F6	—	May 28, 2015	J	15,625	A	—	May 28, 2020	Common Stock	15,625	15,625	D
Common stock warrant (right to buy)^F1,F5,F4,F6	—	May 28, 2015	J	15,625	A	—	May 28, 2020	Common Stock	15,625	15,625	I

Explanation of responses

F1On May 28, 2015 (the "Closing Date"), QuantumSphere, Inc., a Nevada corporation (the "Registrant"), entered into a Note Purchase Agreement with certain accredited investors, including Francis C. Poli (the "Reporting Person"), pursuant to which the Registrant issued two (2) Fifty Thousand Dollars ($50,000) 10% Subordinated Convertible Promissory Notes ("Notes") with detachable common stock purchase warrants ("Warrants") to the Reporting Person.
F2All outstanding principal and accrued interest under the Reporting Person's Notes are 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 the Closing Date". 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 per share equal to a twenty percent (20.0%) discount to the closing bid price of the Registrant's Common Stock on the Closing Date.
F3The Notes will mature upon the earlier of (i) May 28, 2016, or (ii) the closing of a Qualifying Equity Financing.
F4Millennium Trust Co. LLC Custodian FBO Francis C Poli IRAT.
F5In connection with the Notes, the Reporting Person was also issued Warrants equal to 50% of the face value of the 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".
F6100% of the shares subject to the Warrants are fully vested and exercisable.