UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | November 30, 2016 |
VIASPACE Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Nevada | 333-110680 | 76-0742386 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 382 N. Lemon Ave., Ste. 364, Walnut, California | 91789 | |
| _________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 626-768-3360 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Loan Agreement Dated November 30, 2016
Effective as of November 30, 2016, the Registrant and Haris Basit, CEO and Director of the Registrant, entered into a Loan Agreement pursuant to which Basit agreed, subject to satisfaction of certain conditions, including among other things, Basit’s satisfaction with the use proceeds of past loans, to provide loans of up to $100,000 as required by the Company for a two-year period. The loans would be evidenced by a Convertible Note. The Note (as with all subsequent notes) accrued interest at 8% per annum, and would be convertible into shares of Registrant common stock at a price equal to 20% of the average closing price for the 20 trading days prior to the issuance of the loan. Each note would mature on the first anniversary of the issuance date of such note.
The Loan Agreement and the Form of Senior Convertible Promissory Note are attached hereto as Exhibits 10.1 and 10.2.
Loan Agreement Dated November 30, 2016
On November 30, 2016, Haris Basit, CEO of the Registrant, made a $25,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on November 30, 2016. In the Loan Agreement, Basit agreed, subject to satisfaction of certain conditions, including among other things, Basit’s satisfaction with the use of proceeds of past loans, to provide loans of up to $100,000 as required by the Registrant for a two-year period. The loans would be evidenced by a Convertible Note. The loans accrue interest at 8% per annum. At Basit's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Basit chooses to convert, the $25,000 loan made on November 30, 2016 would convert into 66,312,997 shares of Registrant common stock at a common stock price of $0.000377 per share.
Including the newest loan, Basit has made cumulative loans to the Registrant totaling $25,000 since the execution of the Loan Agreement.
The Note for the loan on November 30, 2016 is attached hereto as Exhibit 10.3.
Notice of Conversion of November 30, 2016 Loan
On November 30, 2016, Haris Basit, CEO and Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on November 30, 2016, converted $25,000 of loans that he previously made to the Registrant into shares of Registrant common stock.
Basit had made a $25,000 loan to the Registrant on November 30, 2016. The $25,000 loan owed to him converted into 66,312,997 shares of Registrant common stock at a conversion price of $0.000377 per common share.
Item 3.02 Unregistered Sales of Equity Securities.
On November 30, 2016, the Registrant issued 66,312,997 shares of Registrant common stock to Haris Basit, CEO and Director of the Registrant, related to a loan on November 30, 2016. The shares were issued related to the conversion by Basit of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 30, 2016, pursuant to an Employment Agreement entered into on July 10, 2015, between the Registrant and Mr. Haris Basit, CEO, the Registrant issued 18,750,000 non-qualified stock options out of its existing stock plan to Mr. Basit. The stock options will vest immediately and were issued at $0.0016 per share which represented fair market value on the date of grant.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
10.1 Loan Agreement between Registrant and Haris Basit dated November 30, 2016.
10.2 Form of Senior Convertible Promissory Note between Registrant and Haris Basit.
10.3 Senior Convertible Promissory Note between Registrant and Haris Basit dated November 30, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIASPACE Inc. | ||||
| December 2, 2016 | By: | Stephen J. Muzi | ||
| Name: Stephen J. Muzi | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
10.1 | Loan Agreement between Registrant and Haris Basit dated November 30, 2016. | |
10.2 | Form of Senior Convertible Promissory Note between Registrant and Haris Basit. | |
10.3 | Senior Convertible Promissory Note between Registrant and Haris Basit dated November 30, 2016. |