QUANTUMSPHERE, INC. (OTCMKTS:QSIM) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 12, 2017, QuantumSphere, Inc., a Nevada corporation (the
Registrant), entered into a Settlement Agreement (the May 2017
Settlement Agreement) for $701,015.78 with a certain accredited
investor (the Investor), dependent upon a court order approving
the May 2017 Settlement Agreement. The court order was approved
on May 24, 2017 by the 11^th Judicial Circuit Court
Florida. The May 2017 Settlement Agreement, in relation to the
May 2017 Debt Purchase Agreement mentioned below, allows the
conversion of acquired debt by the Investor into Registrants
common stock at a purchase price determined as a 45% discount to
the lowest intraday trading price during the 30 prior trading
days from the date that the shares are accepted by the Investors
brokerage firm.

On May 24, 2017, the Registrant entered into a Debt Purchase
Agreement (the May 2017 Debt Purchase Agreement) with a certain
accredited investor (the Investor) to which the Registrant issued
10,000,000 shares of common stock of the Registrant for the
acquisition of $701,015.78 of the Registrants debt. $10,450 of
principal was reduced by the issuance of 10,000,000 shares of
common stock.

On May 23, 2017, the Registrant entered into a Debt agreement for
$20,000 from an existing creditor to pay for Registrant’s
auditor fees. The Debt agreement matures on February 28, 2018 and
interest is 12% per annum. Default interest is 22% per annum. The
debt may be converted to common stock beginning 180 days from May
23, 2017 and ending on either the maturity date or date of
payment of the default amount. The common stock purchase price is
determined as a 40% discount to the average of the three lowest
trading prices of the ten day trading period ending on the latest
complete trading day prior to the conversion date.

ITEM 8.01 OTHER EVENTS

On May 23, 2017, the Registrant converted $1,127,408.20 in Series
O-2 convertible notes principal and related accrued interest (67%
of the total of Series O-2 notes) into 1,127,410 shares of
Registrants Series A preferred stock. Each share of preferred
stock has the voting rights of 254 common shares. The preferred
shares in total represent approximately 58% of all voting common
shares. Three resolutions were presented to the Series A
preferred shareholders and the Registrant is currently awaiting
the voting results. The first resolution is to approve the
increase in authorized common shares from 500 million to 5.0
billion. The second resolution is to approve the sale of up to
ten reactors, peripheral production and lab testing equipment,
and licensing of certain QSI patents to Vivakor, Inc. The third
resolution is to grant authority to the Registrants board to
pursue a merger with, sale to, or acquisition of another
operating company. Upon approval to increase authorized common
stock to 5.0 billion, the holders of Series A preferred stock may
either retain the preferred shares or elect to convert into
common shares. The amount of common shares to be issued upon
conversion are the 67% total of original principal and accrued
interest divided by the 30-day VWAP (volume average weighted
price per share) for the 30-day period preceding the conversion
date. The common shares are to be restricted for six months after
conversion date. If the remaining notes are not purchased by a
third party for full face value (i.e., 33% of the original
principal amount and the then issued and outstanding accrued
interest), within six months, the Series O-2 noteholders must
convert the remaining original principal and accrued interest of
the Series O-2 notes into the Registrants common stock based upon
the 30-day VWAP (volume average weighted price per share) for the
30-day period preceding the six-month anniversary of conversion
of 67% of the Series O-2 notes.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHBITS

About QUANTUMSPHERE, INC. (OTCMKTS:QSIM)

QuantumSphere, Inc. (QSI) has developed a process to manufacture metallic nanopowders with end-use application focused on the chemical sector. The Company’s principal activities include capital formation, research and development, and marketing of its metallic nanopowder products. The Company manufactures various metals, bi-metallic alloys and catalysts at the nanoscale, including iron, silver, copper, nickel and manganese. It offers custom dispersions and integrated catalytic solutions for the energy storage and chemical sectors, including nanoscale gold, palladium, aluminum and tin. The Company’s products include QSI-Nano Iron, QSI-Nano Silver, QSI-Nano Copper, QSI-Nano Nickel and QSI-Nano Manganese. As of June 30, 2015, the Company had 16 gas phase condensation reactors, which it utilizes in the manufacture of nanocatalysts. With 16 reactors, the Company’s capacity was approximately 300 kilograms per month at June 30, 2015.

QUANTUMSPHERE, INC. (OTCMKTS:QSIM) Recent Trading Information

QUANTUMSPHERE, INC. (OTCMKTS:QSIM) closed its last trading session up +0.00036 at 0.00296 with shares trading hands.