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): July 20, 2021

QS Energy, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (775) 300-7647  

____________________________________________________________

(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:

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240. 12b-2 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. ☐

From November 9, 2020, through July 20, 2021, Registrant (the “Company”) issued and sold to accredited US investors and non-U.S. investors an aggregate of $377,300 in principal amount Convertible Promissory Notes (the “Notes”) and warrants to purchase an aggregate of 9,432,500 shares of common stock (the “Warrants”). The Company received proceeds from the closing of the private placement of $343,000, which funds were used, and are being used, for general corporate purposes and working capital.

The Notes are due twelve (12) months from their respective issuance dates (the “Maturity Date”). The Notes do not bear interest and were issued in the face amount equal to 110% of the purchasers’ commitments. The Notes are convertible into shares of the Company’s common stock at a rate of $0.02 per share. If the Notes are not paid in full by the Maturity Date, the balance remaining on the Maturity Date shall be increased by 10% and the Company shall be required to pay interest at a rate of 10% per annum thereon until all sums thereunder are paid in full or converted into the Company’s common stock.

The Warrants are exercisable into shares of the Company’s common stock for a term of one (1) year from their respective issuance dates at an exercise price of $0.03 per share. The Warrants also contain provisions that protect the holders against dilution by adjustment of the conversion price in certain events involving a reduction or increase in the Company’s shares.

The offering was made to non-U.S. investors and to U.S. “accredited investors,” as the term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and were made without general advertising or solicitation. The securities sold in the offering were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on exemptions from registration including the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation S promulgated under the Securities Act, and corresponding provisions of state securities law, which, respectively, exempt transactions by an issuer not involving any public offering or transactions with non-U.S. Investors.

Item 8.01-Other Events.

As reported in the Company’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 16, 2021, the Company was not able to file its Form 10-K for the year ended December 31, 2020, on a timely basis because of a lack of sufficient funding to pay past due amounts owed to its auditors for past services rendered, and a lack of sufficient funds to pay the auditors for its services to perform an audit of the Company’s financial statements for the year ended December 31, 2020. As reported above in Item 3.02, the Company has received limited funding for general corporate purposes. A portion of such funding has been used to satisfy the Company’s past due obligations to its auditors and to cover payment for the auditor’s services related to its audit of the Company’s financial statements for the year ended December 31, 2020. The audit was completed on July 22, 2021, and the Company on that date filed its Form 10-K with the SEC for the year ended December 31, 2020.

For the reasons stated above, i.e., lack of sufficient funding, the Company was not able to file on a timely basis its Form 10-Q with the SEC for the quarter ended March 31, 2121 (“First Quarter”). Such filing with the SEC was due on a date no later than May 20, 2021. The Company intends to have a review of its financial statements for the First Quarter completed by its auditor shortly and intends to file its Form 10-Q for the First Quarter on a date no later than August 19, 2021.

Forward-Looking Statements

The Company cautions you that statements included in this Current Report on Form 8-K (including the exhibit hereto) that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negatives of these terms or other similar expressions. These statements are based on current expectations, estimates and projections about our business based in part on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those set forth our periodic reports filed with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Registrant undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.