QuantumSphere, Inc. (OTCMKTS:QSIM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 25, 2018, the Company entered into a settlement agreement and stipulation (“Settlement Agreement”) with Livingston Asset Management LLC (“Livingston”) in connection with the settlement of $815,479 of bona fide obligations the Company owed to certain of its creditors. The settlement agreement was subject to Federal court fairness hearing, and on August 13, 2018 a Federal court granted approval of Settlement Agreement. If satisfied in full, to the Settlement Agreement the Company shall reduce the Company’s debt obligations in exchange for the issuance of shares of Company’s common stock to Livingston at a 40% discount to the market price, in one or more tranches, to the terms of section 3(a)(10) of the Securities Act of 1933, as amended. At no time may Livingston beneficially own more than 9.99% of the Company’s outstanding stock. Under the terms of a separate engagement letter, in connection with the Settlement Agreement, the Company is to pay a registered placement agent ten percent (10%) of the dollar amount of creditor obligations satisfied to the Settlement Agreement.
On March 7, 2019, the majority creditor in the Settlement Agreement terminated its Claim Purchase Agreement with Livingston Asset Management LLC, dated May 29, 2018, in the amount of $375,486.86. This debt has been returned to the creditor and the Claim Purchase Agreement has been removed from the $815,479.62 total 3(a)10 pool, leaving a new total balance of $439,993.62. As of this filing, $18,500 has converted, leaving a balance on the Livingston Settlement agreement of $421,493.62.
The foregoing is a summary of the terms of the Settlement Agreement and is qualified in its entirety by the Settlement Agreement attached hereto and incorporated herein as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are filed with this report: