SEC Form 4 · accession 0001493152-16-010779

QUANTUMSPHERE, INC. · QSIM

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

Reporting owner

Director

Period of report

Jun 9, 2016

Accepted (ET)

Jun 13, 2016 · 8:21 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001387135

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common stock warrant (right to buy)^F1,F2	—	Jun 9, 2016	J	172,500	A	—	Jun 8, 2021	Common Stock	172,500	172,500	D
Common stock warrant (right to buy)^F1,F2	—	Jun 9, 2016	J	129,375	A	—	Jun 8, 2021	Common Stock	129,375	129,375	D

F1On June 9, 2016, QuantumSphere, Inc., a Nevada corporation (the "Registrant"), held a second closing for the private placement of secured promissory notes to accredited investors pursuant to which Francis C. Poli (the "Reporting Person") was issued secured promissory notes in the aggregate principal amounts of $115,000 and $86,250, respectively ("Notes"), with detachable common stock purchase warrants ("Warrants") to the Reporting Person. The Notes are not convertible unless an "Event of Default" has occurred as defined in the terms of the Notes and further detailed in the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2016.
F2In connection with the Notes, the Reporting Person was also issued Warrants to purchase 172,500 shares and 129,375 shares of the Registrant's common stock ("Common Stock"), where 100% of the shares subject to the Warrants are fully vested and exercisable. The exercise price for the Warrants shall be equal to the price per share of Common Stock of the Registrant's next round of equity financing, subject to customary adjustments.