Current Report Filing (8-k)
July 14 2017 - 02:57PM
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): July 13, 2017
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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23902 FM 2978
Tomball, Texas
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77375
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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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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 193 3 (§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
o
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.
o
On July 13, 2017, QS
Energy, Inc. (the “Company”) and Temple University of the Commonwealth System of Higher Education (“Temple University”),
entered into Amendment #1 to Exclusive License Agreement (“Amendment”). The Amendment amends the Company’s exclusive
license agreement with Temple University, dated August 1, 2011. The Amendment is effective June 1, 2017. The Amendment defers those
outstanding fees in the amount of $135,000 owed by the Company to Temple University under the Exclusive License Agreement, until
such time as the Company either receives sales receipts exceeding $835,000 or sublicenses the agreement. Further, the Amendment
established interest rates for outstanding fees and terms of payment for an annual license fee between the Company and Temple University.
This is a summary only and is subject to the terms and conditions of the Amendment, a copy of which is attached hereto as Exhibit
10.1.
Additionally, on July
13, 2017, the Company and Temple University entered into an agreement (the “Agreement”) related to the sponsored research
agreement of March 19, 2012 between the parties, as amended on March 19, 2013 (the “Sponsored Research Agreement”).
The Agreement is effective July 13, 2017. Under the terms of the Agreement, the Company and Temple University agreed to a payment
schedule for those outstanding fees in the amount of $78,314, owed by the Company to the Temple under the Sponsored Research Agreement.
Under the terms of the Agreement, these fees are payable $20,000 upon the effective date of the Agreement, and the balance payable
in six equal monthly installments of $9,719. This is a summary only and is subject to the terms and conditions of the Agreement,
a copy of which is attached hereto as Exhibit 10.2.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits:
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Description
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10.1
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Amendment No. 1 to Exclusive License Agreement
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10.2
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Agreement between Temple University and QS Energy
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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: July 14, 2017
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QS ENERGY, INC.
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By:
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/s/
Michael McMullen
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<
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Name:
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Michael McMullen
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Title:
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CFO
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