Current Report Filing (8-k)
December 02 2016 - 12:52PM
Edgar (US Regulatory)
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): November 28, 2016
QS Energy, Inc.
(Exact Name of Registrant as Specified in
Charter)
Nevada
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0-29185
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52-2088326
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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5266 Hollister Avenue, Suite 219
Santa Barbara, California
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93111
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (805) 845-3581
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On November 28, 2016,
QS Energy, Inc. (the “Company”) entered into a Field Test Agreement (“Agreement”) with a large Canadian
oil company, located in Calgary, Alberta (“COC”). The Agreement confirms COC’s desire to field test (the “Field
Test”) the Company’s AOT Viscosity Reduction System (the “AOT Technology” or “AOT”) at a COC
facility utilizing a fully functional laboratory-scale AOT device (the “AOT-Lab”) to assess the technical capability
of the AOT Technology under field operating conditions. Toward this end, the Agreement provides, among other things, that the Company
shall deliver and setup, and thereafter Field Test, the Company’s AOT-Lab equipment at a suitable location to be provided
by COC (the “Services”). The Field Test shall be conducted and completed over a consecutive five (5) day period, by
a date no later than March 31, 2017. As compensation for the Company’s Services, COC has agreed to pay the Company a fixed
sum of $50,000 (USD), payable in two (2) equal installments of $25,000 (USD), each due no later than 30 days from COC’s receipt
of the Company’s invoice, the first of which was issued by the Company upon execution of the Agreement, and the second of
which shall be issued upon delivery of the Company’s Final Report to COC. The Final Report shall contain, among other things,
the results of the Field Test, including technical information and data related thereto, preliminary specifications for a full-scale
AOT configuration optimized to pipeline operating parameters supplied by COC, and a pro forma benefit analysis applying the Field
Test results to the Company’s recommended AOT configuration and operating parameters provided by COC.
The above
description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto
as Exhibit 10.1, and incorporated herein by reference. The name of the COC has been redacted on confidentiality grounds.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is filed herewith:
Exhibit Number
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Description
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10.1
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Field Test Agreement, in redacted
form
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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.
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Date: December 2, 2016
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QS ENERGY, INC.
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By:
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/s/Gregg Bigger
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Name:
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Gregg Bigger
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Title:
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CEO
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QS Energy (PK) (USOTC:QSEP)
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