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): February 8, 2021
BIOSOLAR, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54819 | 20-4754291 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (661) 251-0001
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):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director and Chief Operating Officer
On February 8, 2021, the Board of Directors of Biosolar, Inc. (the “Company”) appointed Spencer Hall to be the Company’s Chief Operating Officer. On February 8, 2021, the Board of Directors, also appointed Mr. Hall to the Company’s board of directors to fill a vacancy on the Board of Directors. Mr. Hall will be paid an annual salary of $175,000. Mr. Hall employment is on an “at will” basis.
Mr. Hall, age 44, Hall has held senior management positions over the course of his career including director of communications for PacifiCorp, a Berkshire Hathaway Energy-owned electric utility serving nearly two million customers across Oregon, California, Washington, Utah, Idaho and Wyoming. Prior to his role at PacifiCorp, he served as vice president of digital platforms for the Utah Jazz (Larry H. Miller Sports & Entertainment) and as news director of KSL.com, the largest news outlet in the Intermountain West. Hall holds a Master of Science in Instructional Design and Technology from Utah State University and a Bachelor of Arts in Visual Art from Brigham Young University.
There were no arrangements or understandings between Mr. Hall and any other persons pursuant to which he was selected as an officer, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC between Mr. Hall and the Company required to be disclosed herein.
Change in Compensation of Chief Executive Officer
On February 10, 2021, upon approval of the Board of Directors of the Company the salary of David Lee, the Company’s Chief Executive officer, was increased from $144,000 per year to $240,000 per year.
Item 7.01 Regulation FD Disclosure.
On February 8, 2021, the Company issued a press release announcing the appointment of Mr. Hall. A copy of the press release is attached hereto as Exhibit 99.1.
The above information (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Prelease dated February 8, 2021 |
1
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.
| BIOSOLAR, INC. | |
| Date: February 11, 2021 | /s/ David Lee |
| David Lee | |
| Chief Executive Officer |
2
Exhibit 99.1
BioSolar names Spencer Hall as chief operating officer
Having recently served in a prominent role for a large investor-owned electric utility, Hall brings operations and communications experience needed to help the company scale
SANTA CLARITA, Calif. — Feb. 8, 2021 — BioSolar, Inc. (OTC: BSRC), a developer of clean energy technologies, today announced that Spencer Hall will serve as chief operating officer and member of the company’s board of directors, effective immediately. Hall is a former spokesperson for PacifiCorp, a large investor-owned electric utility serving customers in six western states.
In this capacity, Hall will lead BioSolar’s operations while representing the company’s mission and technologies to investors, media, public, and potential partners. Hall brings to BioSolar extensive experience and knowledge gained from working alongside conventional and renewable energy infrastructure companies that serve the electric utility industry.
Hall has held senior management positions over the course of his career including director of communications for PacifiCorp, a Berkshire Hathaway Energy-owned electric utility serving nearly two million customers across Oregon, California, Washington, Utah, Idaho and Wyoming. Prior to his role at PacifiCorp, he served as vice president of digital platforms for the Utah Jazz (Larry H. Miller Sports & Entertainment) and as news director of KSL.com, the largest news outlet in the Intermountain West. Hall holds a Master of Science in Instructional Design and Technology from Utah State University and a Bachelor of Arts in Visual Art from Brigham Young University.
“We are excited to welcome Spencer to BioSolar, and expect that he will immediately strengthen our management team,” said Dr. David Lee, CEO of BioSolar. “Spencer’s vantage point coming from a utility that is actively pursuing and investing in a renewable energy future is one we believe will provide valuable insights as BioSolar progresses to meet its corporate objectives.”
BioSolar is currently funding a sponsored research program at the Department of Materials Science and Engineering at the University of California, Los Angeles (UCLA), aimed squarely at developing technologies to lower the cost of green hydrogen. The company recently announced that it is in the process of changing its corporate name to NewHydrogen, Inc. to better reflect its expanded focus on green hydrogen technologies.
About BioSolar, Inc.
BioSolar is a developer of clean energy technologies including green hydrogen and lithium-ion battery components. The company’s current focus is on developing a breakthrough electrolyzer technology to lower the cost of green hydrogen production. Hydrogen is the cleanest and most abundant fuel in the universe. It is zero-emission and only produces water vapor when used. However, hydrogen does not exist in its pure form on Earth so it must be extracted. For centuries, scientists have known how to use electricity to split water into hydrogen and oxygen using a device called an electrolyzer. Electrolyzers installed behind a solar farm or wind farm can use renewable electricity to split water, thereby producing green hydrogen. Unfortunately, electrolyzers are expensive and rely on rare earth materials such as platinum and iridium. These very expensive materials account for nearly 50% of the cost of electrolyzers. The company’s technology is aimed at significantly reducing or replacing rare earth materials in electrolyzers with inexpensive earth-abundant materials to help usher in a green hydrogen economy that Goldman Sachs estimates will be worth $12 trillion by 2050.
Safe Harbor Statement
Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These statements include, without limitation, statements related to the intended use of proceeds. These forward-looking statements are based largely on the expectations of the company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: market and other conditions, the impact of economic, competitive and other factors affecting the company and its operations, and other factors detailed in reports filed by the company with the Securities and Exchange Commission.
Contact Information
Investor Relations Contact:
Tom Becker
BioSolar, Inc.
ir@biosolar.com
(877) 904-3733