Current Report Filing (8-k)
June 04 2019 - 4:17PM
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): June 4, 2019
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
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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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Securities registered pursuant to Section 12(b)
of the Exchange Act: None.
Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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 ☐
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. ☐
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Item 3.02
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Unregistered Sales of Equity Securities.
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From May
30, 2019, through June 4, 2019, the Company issued and sold to accredited US investors and non-U.S. investors an aggregate of $489,500
in principal amount Convertible Promissory Notes (the “Notes”) and warrants to purchase an aggregate of 1,631,671 shares
of common stock (the “Warrants”). The Company received proceeds from the closing of the private placement of $445,000,
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 $0.15 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 at an exercise price of $0.15 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.
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Item 9.01.
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Financial Statements and Exhibits.
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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.
Date:
June 4, 2019
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QS ENERGY, INC.
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By:
/s/ Michael McMullen
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Name: Michael McMullen
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Title: Chief Financial Officer
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