SEC Form 4 · accession 0001493152-15-006155

QUANTUMSPHERE, INC. · QSIM

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

Reporting owner

Francis C Poli

Director

Period of report

Dec 4, 2015

Accepted (ET)

Dec 9, 2015 · 6:12 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^F1,F2,F3	—	Dec 4, 2015	J	—	D	—	—	Common Stock	32,908	0	D
10% Subordinated Convertible Promissory Note^F1,F4,F2,F3	—	Dec 4, 2015	J	—	D	—	—	Common Stock	32,908	0	I
Common stock warrant (right to buy)^F1,F5,F6	—	Dec 4, 2015	J	15,625	D	—	May 28, 2020	Common Stock	15,625	0	D
Common stock warrant (right to buy)^F1,F4,F5,F6	—	Dec 4, 2015	J	15,625	D	—	May 28, 2020	Common Stock	15,625	0	I
10% Subordinated Convertible Promissory Note^F1,F7,F8	$1.60	Dec 4, 2015	J	—	A	—	—	Common Stock	32,908	—	D
10% Subordinated Convertible Promissory Note^F1,F4,F7,F8	$1.60	Dec 4, 2015	J	—	A	—	—	Common Stock	32,908	—	I
Common stock warrant (right to buy)^F1,F9	$3.00	Dec 4, 2015	J	17,551	A	—	Dec 4, 2020	Common Stock	17,551	17,551	D
Common stock warrant (right to buy)^F1,F4,F9	$3.00	Dec 4, 2015	J	17,551	A	—	Dec 4, 2020	Common Stock	17,551	17,551	I

Explanation of responses

F1On 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.
F2All 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.
F3The May 2015 Notes were to 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 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".
F6100% of the shares subject to the May 2015 Warrants were fully vested and exercisable.
F7All 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.
F8The December 2015 Notes will mature upon the earlier of (i) December 4, 2016, or (ii) the closing of a Qualifying Equity Financing.
F9100% of the shares subject to the December 2015 Warrants are fully vested and exercisable.