QUANTUM MATERIALS CORP.

On January 26, 2021 the company signed a deal with Pasaca Capital Inc. At the first closing Pasaca converts three earlier promissory notes and lends another $1,500,000 under a $4,500,000 secured convertible note, convertible into 154,228,625 shares. At the second closing Pasaca buys common stock for $10,500,000 so that it ends up owning 51.0% of the fully diluted stock, and it can appoint three directors. If completed, existing shareholders would be heavily diluted and control would pass to Pasaca; both closings are subject to numerous contingencies. The company also appointed Pasaca as a distributor of its Quantum Dots and QMC HealthID products, with Pasaca guaranteeing at least $15,000,000 of cumulative revenue to the company, and gave Pasaca registration rights and a right to be offered any new equity the company issues.

material agreement

Under an asset purchase agreement dated August 6, 2019, the company acquired certain intangible assets of Capstan Platform, Inc., a blockchain developer, and plans to use them to introduce new products. Capstan's co-founder Jay Williams joins as a newly created CTO. The price and terms are not stated in the filing, so the cost to shareholders is unknown.

material agreement

On March 29, 2017 the company issued notes of $169,500 (SBI) and $395,500 (L2 Capital) and received $300,000 in the first two tranches, with $200,000 more expected after shareholders approve raising authorised shares to 750,000,000 at a May 1, 2017 meeting. It also signed an equity line of up to $5,000,000 over four years at 80% of market price (minimum $0.12), paying $210,000 in fee notes at 8%. Warrants were issued to the lenders. The discount pricing and the need for more authorised shares point to heavier dilution (an inference).

capital raising announcement

On November 8, 2016 the company signed a $9.75 million purchase agreement with Lincoln Park Capital Fund. Once a registration statement is effective, the company may choose to sell Lincoln Park shares over 36 months at market price, with no sales when the price is below $0.12. Lincoln Park received 1,750,000 shares as a commitment fee. Nothing is drawn yet, and any use dilutes existing holders.

capital raising announcement

The private offering of 8% unsecured convertible notes with five-year warrants, begun in March 2016 and now sized at up to $3,000,000, had raised $1,965,000 by November 7, 2016, including a 200-unit sale to one investor that day. The notes are due in two years and convert at $0.12 per share, and the warrants (exercisable at $0.15) cover 8,186,190 shares in total. This continues the March 2016 placement, now at 8% interest rather than the 6% first announced. It adds debt and potential dilution.

capital raising announcement

Two Carson funds (Carson Diversified and Carson Haysco) agreed on October 10, 2016 to extend the maturity of their $250,000 each January 2015 convertible debentures to January 15, 2018. They also exercised their 2015 warrants for cash at $0.06, paying $187,500 each ($375,000 total) for 3,125,000 shares each, and settled their 2014 warrants by taking 1,250,000 shares each in exchange for cancelling the other half. The result is $375,000 of cash in and about 9.4 million new shares, diluting existing holders, while the $500,000 of debentures stays outstanding for another year.

material agreement

The company is running a private placement of up to 2,000 units, each a $1,000 unsecured 6% convertible note due in two years plus a five-year warrant for 4,166 shares at $0.15. The notes convert at $0.12 per share. If fully sold this is up to $2,000,000 of new debt, with potential dilution from conversion and warrants.

capital raising announcement

The Audit Committee concluded on December 4, 2015 that the unaudited results for the quarters ended December 31, 2014 and March 31, 2015 should no longer be relied on because of accounting errors, mainly in debt and equity financing. The December 2014 quarter moves from a reported net loss of $1,179,640 to a net gain of $247,335, and the March 2015 quarter from a net loss of $770,261 to $1,132,669. The nine-month loss to March 31, 2015 falls to $980,183 from $2,045,539. The audited 10-K for June 30, 2015 is said to be unaffected. Management attributes the errors to the weak accounting expertise it had previously reported, and says it has since hired a full-time CFO/controller, new auditors (Weaver & Tidwell) and an independent audit committee. Restated figures will appear in the next 10-Q, and earlier reports will not be amended.

financial restatement

On October 31, 2014 holders of $350,000 of debentures converted into 2,333,333 restricted shares plus two-year warrants for 2,333,333 shares at $.30. On November 3, 2014 a secured lender that loaned $500,000 in November 2008 converted at $.06 per share into 8,373,816 shares including interest. In total $850,000 of debt was removed from the balance sheet, at the cost of about 10.7 million new shares (plus warrants), diluting existing holders.

capital raising announcement

On June 30, 2014 two secured debenture holders converted $1,000,000 of debentures into 16,666,667 shares and some unsecured lenders converted $200,000 into 3,666,667 shares, all at $.06 per share. Officers, directors and a consultant also swapped about $525,000 of unpaid bills for 6,575,000 shares at $.08. This cuts debt but issues about 26.9 million new shares, diluting existing holders. Attached press releases cover a 20-gram quantum dot shipment to an Asia-based company from a new automated production system and a Virginia Tech anti-counterfeiting 3D-printing technology.

capital raising announcement

The company and its subsidiary Solterra signed amended license agreements with William Marsh Rice University to cure any defaults and reset the milestones and minimum licensing payment schedules. The filing gives no new dates or payment amounts in its text. This indicates the Rice licenses had been in default (inference from the stated aim of curing defaults), and the licenses are the core technology asset.

material agreement

On September 19, 2011 the company signed a technology alliance with Nanoaxis LLC to make custom quantum dots for biological uses. Nanoaxis is to help the company find funding to buy a microreactor; once bought, Nanoaxis gets a worldwide exclusive lifetime license to use and sell dots made from that microreactor and pays production costs plus a margin under a later agreement. No funding has yet been secured and no dollar amounts are stated.

material agreement

This amended filing repeats the June 2009 standstill deal with the debenture holders (120 days from June 1, 2009, Solterra to raise at least $2,000,000, warrants for 1,000,000 shares at $.25) and adds an update: the standstill was amended in October 2009 to end December 1, 2009, and then expired without being extended. Isaac Horton resigned from the board on November 12, 2009, and the company released Oceanus Capital from its agreement to swap 2,350,000 free-trading shares for restricted shares. The filing does not say whether Solterra raised the $2,000,000, so the noteholders' rights presumably came back into force (inference).

material agreement

The debenture holders (MKM Opportunity Master Fund, MKM SP1 and the Steven Posner Irrevocable Trust) agreed to a 120-day standstill from June 1, 2009, not enforcing their rights under the November 2008 financing documents. If Solterra cannot raise at least $2,000,000 in that period, their rights come back into force. If it does, they may move the notes to Solterra and convert into Solterra stock at a 25% discount to the private placement price. They would also get warrants for 1,000,000 Hague shares at $.25 for 18 months, and the plan is for Solterra to become a separate public company with Squires leading only one of the two. This suggests the original financing terms were not being met on schedule (inference).

material agreement

This amended 8-K formally reports the completed Solterra merger and the $1,500,000 debenture financing, repeating the terms in the November 18 information statement (69,375,000 shares outstanding, Squires at about 51.2%). It states Hague intends to relinquish or sell its Nevada mineral claims and concentrate on Solterra. It also warns that the company is in development stage with no history of profitable operations and will likely need substantial additional capital.

business combination

This information statement discloses that the Solterra deal closed on November 4, 2008, making Solterra a wholly-owned subsidiary. Greg Chapman cancelled 40,000,000 of his shares, 41,250,000 new shares went to Solterra's former holders, and Stephen Squires now controls about 51.2% of 69,375,000 shares outstanding. Separately, Hague raised $1,500,000 from three lenders through 8% debentures due November 4, 2011, convertible at $.2667 per share (up to 5,624,297 shares), plus 3,525,000 restricted shares, with a board role for the lenders' nominees. Squires replaced Chapman as CEO and the board is being expanded to six.

business combination

Hague Corp., then a Nevada mineral exploration company, signed a binding letter of intent to buy all the assets of Solterra Renewable Technologies, a quantum dot solar cell developer. The price is $1,500,000 cash after a definitive agreement plus 55% of Hague's issued shares, then a further $3,500,000 within sixty days. This would move Hague from mineral claims toward solar technology.

material agreement