BIOSOLAR, INC. (OTCMKTS:BSRC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On December 29, 2020 BioSolar, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) to which the Company agreed to issue and sell a convertible promissory note (the “Promissory Note”) in the aggregate principal amount of $53,500 to an accredited investor (the “Investor”). The Note is expected to be funded on or about January 4, 2021.
The principal and interest under the Promissory Note is due and payable on December 29, 2021.
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 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.
Issuance of Convertible Promissory Note
The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.
The securities above were offered and sold to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, since, among other things, the transactions did not involve a public offering of the securities.
Item 9.01 Financial Statements and Exhibits.
|10.1||Convertible Promissory Note dated December 29, 2020|
|10.2||Securities Purchase Agreement dated December 29, 2020|
BioSolar Inc Exhibit
EX-10.1 2 ea132649ex10-1_biosolarinc.htm CONVERTIBLE PROMISSORY NOTE DATED DECEMBER 29,…
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About BIOSOLAR, INC. (OTCMKTS:BSRC)
BioSolar, Inc. is engaged in developing technologies and materials for storing electrical energy produced by photovoltaic solar modules. The Company offers BioBacksheet, a green back sheet for photovoltaic solar panels. BioBacksheet is a bottom layer of the conventional photovoltaic panels that provides electrical insulation, protection from the environment, and an increase in the panel output. It also focuses on the development of polymer-based components for supercapacitors and batteries. It offers bio-based components for thermal and durability requirements of solar module manufacturing processes. It also offers multiple versions of its bio-based back sheet. The mono-layer BioBacksheet version is designed for conventional crystalline silicon (c-Si) solar modules, as well as for certain thin film solar modules. These back sheets are available in rolls of film for direct use in lamination and roll-to-roll assembly systems. It uses Nylon 11 in its BioBacksheet.