UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported): November 15, 2013
 
HYPERSOLAR, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
000-54437
26-4298300
(State or other jurisdiction of incorporation) 
Commission file number 
(IRS Employer Identification No.)
                                                                                                                  
510 Castillo, Suite 304., Santa Barbara, California 93101
 
Registrant’s telephone number, including area code: (805) 966-6566
 
Copies to:
Gregory Sichenzia, Esq.
Marcelle S. Balcombe, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
 
(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 (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 21, 2013, HyperSolar, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada (the “Amendment”) which (i) increased the Company’s authorized shares of common stock to 1,000,000,000, and (ii) authorized the issuance of 5,000,000 shares of blank check preferred stock.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 15, 2013, the Company held a special meeting of its stockholders at the Company’s offices at 510 Castillo St., Suite 304, Santa Barbara, California 93101. A total of 161,325,974 shares of common stock, representing 67.19% of the aggregate 240,101,061 shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the annual meeting.
 
The stockholders approved an amendment to the Company’s Articles of Incorporation to (i) increase the Company’s authorized shares of common stock from 500,000,000 to 1,000,000,000, and (ii) authorize the issuance of 5,000,000 shares of blank check preferred stock.

The final voting results on these matters were as follows:

1.  
Approval of amendment to the Company’s Articles of Incorporation to (i) increase the Company’s authorized shares of common stock from 500,000,000 to 1,000,000,000, and (ii) authorize the issuance of 5,000,000 shares of blank check preferred stock:
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
151,665,981
 
9,458,368
 
201,625
 
0
 
ITEM 9.01. Financial Statements and Exhibits.
 
(d) Exhibits:
   
 
The following exhibit is filed with this Current Report on Form 8-K:
   
 
Exhibit No.
 
Description
       
 
3.1
 
Certificate of Amendment to the Articles of Incorporation
 
 
2
 
 
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.
 
 
Hypersolar, Inc.
 
       
Date: November 21, 2013   
By:
/s/ Timothy Young
 
   
Timothy Young
Chief Executive Officer
 
 
 
3
 
Exhibit 3.1
 
 
 
 
*090201*
 
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701- 4520
(775) 684-5708
Website: www.nvsos.gov
Filed in the office of
   Document Number
 
   20130762483-66
   Filing Date and Time
Ross Miller
   11/21/2013 10:14 AM
Secretary of State
State of Nevada
   Entity Number
   E0084932009-4
 
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
 
 
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
   
 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
 
1 . Name of corporation:
 
HyperSolar, Inc.
 
2.   The articles have been amended as follows: (provide article numbers, if available)
 
Article FOURTH is hereby amended such that the aggregate number of shares that the Corporation shall have the authority to issue is 1,005,000,000, of which (i) 1,000,000,000 shall be shares of common stock, par value $0.001 per share, and (ii) 5,000,000 shall be shares of preferred stock, par value $0.001.
 
The Board of directors shall have the authority to authorize the issuance of Preferred Stock from time to time in one or more classes or series, and to state in the resolution or resolutions from time to time adopted providings for the issuance thereof the following: 
 
Continued on attached Addendum A.
 
3.   The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 151,665,981 or 63.17%
 
4.   Effective date and time of filing: (optional)   Date:        Time:                         
(must not be later than 90 days after the certificate is filed)
 
5.   Signature: (required)
 
/s/ Timothy Young  
Signature of Officer
 
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
 
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
 
This form must be accompanied by appropriate fees.
Nevada Secretary of State Amend Profit-After
Revised: 8-31-11
 
 
 
 
 
Addendum A
 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390• After Issuance of Stock)
1.   Name of corporation:
 
HyperSolar, Inc.
 
2.   The articles have been amended as follows: (provide article numbers, if available)
 
Article FOURTH is hereby amended such that the aggregate number of shares that the Corporation shall have the authority to issue is 1,005,000,000, of which (i) 1,000,000,000 shall be shares of common stock, par value $0.001 per share, and (ii) 5,000,000 shall be shares of preferred stock, par value $0.001.
 
The board of directors shall have the authority to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and to state in the resolution or resolutions from time to time adopted providing for the issuance thereof the following:
 
(a)      Whether or not the class or series shall have voting rights, full or limited, the nature and qualifications, limitations and restrictions on those rights, or whether the class or series will be without voting rights;
 
(b)       The number of shares to constitute the class or series and the designation thereof;
 
(c)       The preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations, or restrictions thereof, if any, with respect to any class or series;
 
(d)       Whether or not the shares of any class or series shall be redeemable and if redeemable, the redemption price or prices, and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;
 
(e)       Whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking funds be established, the amount and the terms and provisions thereof;
 
(f)       The dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;
 
(g)       The preferences, if any, and the amounts thereof which the holders of any class or series thereof are entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of assets of, the Corporation;
 
(h)       Whether or not the shares of any class or series are convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and
 
(i)       Such other rights and provisions with respect to any class or series as may to the board of directors seem advisable.