Poli Francis C Form 4 QUANTUMSPHERE / FRANCIS C POLI ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

POLI FRANCIS C

(Last) (First) (Middle)

2905 TECH CENTER DRIVE

(Street)

SANTA ANA CA 92705

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QUANTUMSPHERE, INC. [ QSIM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
10% Subordinated Convertible Promissory Note	(2)	05/28/2015		J(1)		$50,000		(2)	(3)	Common Stock	31,250	$50,000	$50,000	D
10% Subordinated Convertible Promissory Note	(2)	05/28/2015		J(1)		$50,000		(2)	(3)	Common Stock	31,250	$50,000	$50,000	I	Reference footnote(4)
Common stock warrant (right to buy)	(5)	05/28/2015		J(1)		15,625		(6)	05/28/2020	Common Stock	15,625	(1)(5)	15,625	D
Common stock warrant (right to buy)	(5)	05/28/2015		J(1)		15,625		(6)	05/28/2020	Common Stock	15,625	(1)(5)	15,625	I	Reference footnote(4)

Explanation of Responses:

1. On May 28, 2015 (the "Closing Date"), QuantumSphere, Inc., a Nevada corporation (the "Registrant"), entered into a Note Purchase Agreement with certain accredited investors, including Francis C. Poli (the "Reporting Person"), pursuant to which the Registrant issued two (2) Fifty Thousand Dollars ($50,000) 10% Subordinated Convertible Promissory Notes ("Notes") with detachable common stock purchase warrants ("Warrants") to the Reporting Person.

2. All outstanding principal and accrued interest under the Reporting Person's Notes are to be automatically converted into shares of common stock ("Common Stock) of the Registrant at the closing of an equity financing of Four Million Dollars ($4,000,000) or more ("Qualifying Equity Financing") based upon a conversion price equal to the lesser of (i) a twenty percent (20.0%) discount to the price per share of common stock of the Qualifying Equity Financing, or (ii) a twenty percent (20.0%) discount to the closing bid price of the Registrant's common stock on the Closing Date". Alternatively, the outstanding principal and accrued interest may be voluntarily converted, at the sole discretion of the Reporting Person, at any time prior to the close of the Qualifying Equity Financing, in whole or in part, at a conversion price per share equal to a twenty percent (20.0%) discount to the closing bid price of the Registrant's Common Stock on the Closing Date.

3. The Notes will mature upon the earlier of (i) May 28, 2016, or (ii) the closing of a Qualifying Equity Financing.

4. Millennium Trust Co. LLC Custodian FBO Francis C Poli IRAT.

5. In connection with the Notes, the Reporting Person was also issued Warrants equal to 50% of the face value of the Notes based upon an exercise price (the "Exercise Price") equal to the lesser of (i) a twenty percent (20.0%) discount to the price per share of common stock of a Qualifying Equity Financing, or (ii) a twenty percent (20.0%) discount to the closing bid price of the Registrant's common stock on the Closing Date as listed for trading on the Over The Counter Bulletin Board under the symbol "QSIM".

6. 100% of the shares subject to the Warrants are fully vested and exercisable.

	/s/ Gregory L. Hrncir as Attorney-in-Fact for Francis C. Poli	12/09/2015
	** Signature of Reporting Person	Date
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