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EX-10.1 - EX-10.1 - VIASPACE Inc.exhibit1.htm






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   August 20, 2015

(Exact name of registrant as specified in its charter)

Nevada 333-110680 76-0742386
(State or other jurisdiction
(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.

On August 20, 2015, the Registrant entered into a Subscription Agreement with Mr. Lajpat Rai in which Mr. Rai agreed to purchase 13,888,889 shares of common stock at a purchase price of $0.0018 per share for $25,000. The purchase price per share was equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment.

The Subscription Agreement is attached hereto as Exhibit 10.1.

Item 3.02 Unregistered Sales of Equity Securities.

On August 20, 2015, the Registrant issued 13,888,889 shares of Registrant common stock to Mr. Lajpat Rai. The shares were issued related to the Subscription Agreement 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 not general solicitation or general advertising involved in the offer or sale.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Description

10.1 Subscription Agreement between Registrant and Lajpat Rai dated August 20, 2015.


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.

August 21, 2015   By:   Stephen J. Muzi
        Name: Stephen J. Muzi
        Title: Chief Financial Officer

Exhibit Index

Exhibit No.   Description

  Subscription Agreement between Registrant and Lajpat Rai dated August 20, 2015