Quantumsphere 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)
09/21/2015

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
Common stock warrant (right to buy)	$3	09/21/2015		J(1)(2)(3)(4)		1(1)(2)(3)(4)		(5)	09/21/2020	Common Stock	(1)(2)(3)(4)	(1)(2)(3)(4)	1	D

Explanation of Responses:

1. QuantumSphere, Inc., a Nevada corporation (the "Registrant"), closed an unsecured debt financing involving, among other persons, Francis C. Poli (the "Reporting Person") where the Registrant issued a Fifty Thousand Dollar ($50,000) Promissory Note (the "Note") with a detachable common stock purchase warrant ("Warrant") to the Reporting Person.

2. The Warrant entitles the Reporting Person to purchase and receive, upon an exercise price of Three Dollars ($3.00) per share, that number of fully paid and nonassessable shares of the Registrant's common stock, $0.001 par value ("Common Stock"), based upon the final value of the Warrant.

3. The final value of the Warrant as calculated pursuant to the following: (i) one hundred twenty percent (120%) of the face value of the Note based provided that the Note is repaid on the sixty (60) day anniversary of the issuance of Note; (ii) one hundred thirty percent (130%) of the face value of the Note from day sixty-one (61) through day (90); (iii) one hundred forty percent (140%) of the face value of the Note from day ninety-one (91) through day one hundred twenty (120); (iv) one hundred fifty percent (150%) of the face value of the Note from one hundred twenty-one (121) through day one hundred fifty (150); (v) one hundred sixty percent (160%) of the face value of the Note from day one hundred fifty-one (151) through day one hundred eighty (180); and (vi) an additional ten percent (10%) of the face value of the Note for each thirty (30) day period following the one hundred eighty (180) day anniversary of the issuance of the Note.

4. The Registrant may call the Warrant at any time if, for a period of ten (10) consecutive trading days, the average closing bid price of the Registrant's Common Stock is Three Dollars 60/100 ($3.60) or more (as reported by a national securities exchange or the OTCQB), upon providing written notice to the Reporting Person of the Registrant's intention to redeem the Warrant.

5. 100% of the shares subject to the Warrant are fully vested and exercisable.

	/s/ Gregory L. Hrncir as Attorney-in-Fact for Francis C. Poli	09/23/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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