SEC Form 4 · accession 0001615774-15-002677
QUANTUMSPHERE, INC. · QSIM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Francis C Poli
Director
Period of report
Sep 21, 2015
Accepted (ET)
Sep 23, 2015 · 5:30 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.
Table II — derivative securities
| 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,F3,F4,F5 | $3.00 | Sep 21, 2015 | J | 1 | A | — | Sep 21, 2020 | Common Stock | — | 1 | D |
Explanation of responses
- F1QuantumSphere, Inc., a Nevada corporation (the "Registrant"), closed an unsecured debt financing involving, among other persons, Francis C. Poli (the "Reporting Person") where the Registrant issued a Fifty Thousand Dollar ($50,000) Promissory Note (the "Note") with a detachable common stock purchase warrant ("Warrant") to the Reporting Person.
- F2The Warrant entitles the Reporting Person to purchase and receive, upon an exercise price of Three Dollars ($3.00) per share, that number of fully paid and nonassessable shares of the Registrant's common stock, $0.001 par value ("Common Stock"), based upon the final value of the Warrant.
- F3The final value of the Warrant as calculated pursuant to the following: (i) one hundred twenty percent (120%) of the face value of the Note based provided that the Note is repaid on the sixty (60) day anniversary of the issuance of Note; (ii) one hundred thirty percent (130%) of the face value of the Note from day sixty-one (61) through day (90); (iii) one hundred forty percent (140%) of the face value of the Note from day ninety-one (91) through day one hundred twenty (120); (iv) one hundred fifty percent (150%) of the face value of the Note from one hundred twenty-one (121) through day one hundred fifty (150); (v) one hundred sixty percent (160%) of the face value of the Note from day one hundred fifty-one (151) through day one hundred eighty (180); and (vi) an additional ten percent (10%) of the face value of the Note for each thirty (30) day period following the one hundred eighty (180) day anniversary of the issuance of the Note.
- F4The Registrant may call the Warrant at any time if, for a period of ten (10) consecutive trading days, the average closing bid price of the Registrant's Common Stock is Three Dollars 60/100 ($3.60) or more (as reported by a national securities exchange or the OTCQB), upon providing written notice to the Reporting Person of the Registrant's intention to redeem the Warrant.
- F5100% of the shares subject to the Warrant are fully vested and exercisable.