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

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:


QUANTUMSPHERE, INC. Exhibit

To view the full exhibit click here

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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.

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