Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 31, 2018



(Exact name of registrant as specified in its charter)





(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)


510 Castillo Street, Suite 320, Santa Barbara, CA 93101

(Address of principal executive offices and Zip Code)


Registrant's telephone number, including area code: (805) 966-6566


Copies to:

Gregory Sichenzia, Esq.

Marcelle S. Balcombe, Esq.

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37th Floor

New York, New York 10036

Phone: (212) 930-9700

Fax: (212) 930-9725


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))


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).


Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 1.01 Entry into a Material Definitive Agreement.


Effective July 31, 2018 (the “Effective Date”), HyperSolar, Inc. (the “Company”) issued and sold a convertible promissory note (the “Promissory Note”), pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) effective as of July 23, 2018, in the aggregate principal amount of $63,000 to an accredited investor (the “Investor”). The Promissory Note was funded on August 1, 2018.


The principal and interest under the Promissory Note is due and payable twelve (12) months from the Effective Date of the Promissory Note.


The Promissory Note bears interest at a rate of 10% per annum and is convertible into shares of common stock of the Company 180 days following the Effective Date of the Promissory Note at the “Variable Conversion Price” which shall mean 61% multiplied by the average of the lowest two Trading Prices (as such term is defined in the Promissory Note) for the common stock during the fifteen (15) Trading Day period ending on the latest complete trading day prior to the conversion date. Notwithstanding the foregoing, the Investor shall be restricted from effecting a conversion, if such conversion, along with the other shares of the Company’s common stock beneficially owned by the Investor and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.


The Company has the right but not the obligation under the Promissory Note to prepay the outstanding note, wherein the Company would pay to the Investor a percentage of the outstanding note (the “Prepayment Percentage”), such Prepayment Percentage dependent upon the period of time during which the Company elects to prepay the outstanding Promissory Note.


The Agreement also enumerates events of default, which include, but are not limited to, failure to pay principal and interest, breach of covenant, bankruptcy and delisting of common stock.


In connection with the sale of the Promissory Note, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.


The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the Promissory Note filed as Exhibit 10.1 hereto, which is incorporated herein by reference, and further qualified in its entirety by reference to the complete text of the Purchase Agreement filed as Exhibit 10.2 hereto, which is incorporated herein by reference.


Item 2.03 Creation of a Direct Financial Obligation.


The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.


Item 3.02 Unregistered Sales of Equity Securities.


The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit Number   Description

Convertible Promissory Note dated July 23, 2018

10.2   Securities Purchase Agreement dated July 23, 2018







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.


Date: August 6, 2018 /s/ Timothy Young
  Timothy Young
  Chief Executive Officer