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): August
11, 2015
QS Energy, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada |
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0-29185 |
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52-2088326 |
(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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735 State Street, Suite 500
Santa Barbara, CA |
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93101 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (805) 845-3581
Save The World Air, Inc. |
(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:
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Effective August 11, 2015,
Save The World Air, Inc. (the “Company”) announced that it has changed its name to QS Energy, Inc., with a new trading
symbol “QSEP.” The name change was effected through a short-form merger pursuant to Section 92A.180 of the Nevada Revised
Statutes by merging a wholly-owned subsidiary of the Company into the Company, with the Company remaining as the surviving corporation
in the merger under the new name, QS Energy, Inc. Under the Nevada Revised Statutes, the merger did not require approval of the
Company’s stockholders and had the sole effect of amending the Company’s Articles of Incorporation to reflect the new
legal name of the Company. A copy of the Articles of Merger related to the name change, as filed with the Secretary of State of
the State of Nevada, is attached hereto as Exhibit 3.1. The merger, effective with the Nevada Secretary of State’s office
on August 5, 2015, does not in any way affect the ownership, assets, liabilities or management of the Company.
Item 8.01 Other Events.
In connection with the
name change, QS Energy, Inc. will operate from a new website located at www.qsenergy.com.
In connection with the
Company’s name change, effective August 11, 2015, the Company’s common stock will trade under the name “QS Energy,
Inc.” with the trading symbol of “QSEP.”
A copy of a press release
in this matter is attached hereto as Exhibit 99.1. The contents of the website referenced in this Report and in the press release
do not constitute a part of this Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number |
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Description |
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3.1 |
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Articles of Merger, as filed with the Secretary of State of Nevada. |
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99.1 |
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Press Release. |
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: August 11, 2015 |
QS ENERGY, INC. |
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By: |
/s/ Greggory Bigger |
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Name: Greggory Bigger |
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Title: Chief Executive Officer |
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EXHIBIT 3.1
EXHIBIT 99.1
SAVE THE WORLD
AIR, INC. D/B/A STWA
ANNOUNCES CORPORATE
NAME CHANGE TO QS ENERGY, INC.
QS
Energy Inc. and QSEP stock symbol reflect broader corporate mission
within
global energy sector
SANTA BARBARA,
Calif., August 11, 2015 – STWA (the “Company”) (OTCQX: ZERO), a developer of integrated technology
solutions for the energy industry, today announced that it has changed its corporate name to QS Energy, Inc., and its stock
symbol from “ZERO” to “QSEP” (OTCQX: QSEP), effective immediately. The updated name and stock symbol reflect
the Company’s enhanced focus on improving operational efficiencies for the global energy infrastructure through its technology
offerings, as well as its recently enacted strategy of acquiring accretive and synergistic, undervalued industry assets through
its wholly-owned subsidiary, QS Energy Pool.
Greggory Bigger, QS Energy Chief Executive
Officer and Chairman, commented, “We have expanded our corporate mission in order to capitalize on the realignment currently
impacting the energy sector, by solidifying our position as a leading developer of technology for the efficient and safe transport
of petroleum products. We are aggressively pursuing parallel growth strategies of 1) accelerated commercialization of our Applied
Oil Technology and Joule Heat flow assurance technologies, and 2) further enhancing shareholder value through the acquisition of
complementary entities or product lines through our special purpose vehicle, QS Energy Pool. Our new corporate identity, QS Energy,
Inc., and new stock symbol, QSEP, more effectively represent this exciting new phase of the Company’s growth trajectory.
QS refers to ‘quick strike,’ a philosophy that has become fundamental to our strategy on both fronts as we move from
the lab to the field with our existing product portfolio, and pursue accretive and synergistic acquisitions. Every member of our
team remains committed to building a long-term, sustainable business, and to generating value for our shareholders.”
The Company’s
common stock has been assigned a new CUSIP number of 74736R106 in connection with the name change. Outstanding stock certificates
will not be affected by the name change, nor will they need to be exchanged. All stock trading, filings and market-related information
will be reported under the new corporate name and trading symbol.
Mr. Bigger continued, “Given the
extraordinary oil & gas production upcycle and recent drastic downward pressure on spot oil prices, the current energy market
environment has created a ‘perfect storm’ of events for QS Energy whereby there are potentially immediate and expanded
opportunities to leverage our proprietary viscosity reduction technologies and sector expertise for global deployments, which could
thereby lead to substantial revenue generation for our Company. There is an increasing need to optimize the efficiency and safety
of transporting petroleum products, and this trend supports the ongoing commercialization of our Applied Oil Technology and Joule
Heat systems, both of which are in active beta deployments for major North America shale formations. Through our industry partnerships
and in conjunction with intensive benchmark testing by the renowned Southern Research Institute, we are further optimizing our
solutions to provide additional, significant benefits to both the upstream and midstream sectors through viscosity reduction and
improved flow rates.”
Applied Oil Technology
QS Energy’s Applied Oil Technology™
(AOT™) is a patent-protected hardware system developed in partnership with Temple University, and designed to reduce the
viscosity of crude oil transported via pipeline through the principles of eletrorheology. Extensive laboratory testing and multiple
field deployments have proven AOT’s benefits for the energy space, including increased flow rates, lower pump station power
consumption, and improved safety margins due to reduced pipeline operating pressure. The Company is also currently testing to confirm
reduction of wax deposition among other benefits. AOT’s viscosity reduction capabilities lower operational costs and improve
feedstock transportation efficiencies, which is especially critical today given the over 50% drastic decrease in the price of oil
from roughly one year ago.
QS Energy has conducted multiple analyses
in conjunction with various partners that prove the financial benefits of AOT stemming from reduced viscosity for petroleum pipelines.
Recent, preliminary analysis for a major Persian Gulf pipeline, for example, suggests that AOT can decrease crude oil viscosity
by 20-25%, thereby increasing pipeline capacity by 400,000-500,000 barrels per month. Even assuming a conservative viscosity reduction
figure of 15%, pro forma analysis demonstrates an annual benefit for the operator, net of AOT operating costs, in excess of $5
million. The value of increased pipeline throughput is based on an estimate of value added to operations calculated on a tolling
fee or effective-tariff basis. Typical rates or tariff fees charged by global pipeline operators range from approximately $2.00-$3.00
per barrel. A projected 20-25% decrease in viscosity provided by AOT would lead to gross benefit for the operator of $560,000-$700,000
per month, or $6.7-$8.4 million annually.
Mr. Bigger continued, “Analysis
indicates that deployment of AOT on crude oil pipelines directly increases toll rate revenues, thereby leading to higher profit
margins for operators through improved throughput and increased pipeline capacity stemming from the technology’s reduction
of feedstock viscosity. These improved operational efficiencies will result in immediate and substantial financial benefits for
companies utilizing AOT. As energy industry entities increasingly look to streamline their operations and boost their revenues
given downward trending oil prices, we expect to commercialize AOT through global deployments, potentially leading to significant
value creation for our shareholders.”
Joule Heat
The Company’s second major technology
offering, Joule Heat™, is a solution to transportation challenges posed by heavy, waxy feedstock and cold weather environments.
QS Energy is establishing itself as an innovator for the pipeline heater market through Joule Heat, further diversifying its flow
assurance product suite. Developed entirely in-house by the Company’s engineering team, Joule Heat increases the internal
temperature of pipelines by applying an electric current directly to crude oil within an ASME-certified pressure vessel. Unlike
existing trace heating systems, which do not efficiently transfer heat to feedstock, Joule Heat increases oil temperature uniformly
without interrupting flow through its application of a direct electric field to oil. Preliminary testing suggests that Joule Heat
will operate at approximately 100% better efficiency rates than existing trace heating technologies.
QS Energy has undergone extensive restructuring
as it continues to focus on, and make great strides towards the commercialization of its cutting-edge viscosity reduction technologies.
Under the leadership of Mr. Bigger and the Board of Directors, the Company has reduced its operating overhead, expanded its product
portfolio, and engaged in multiple deployment agreements for both AOT and Joule Heat.
QS Energy Pool
QS Energy has initiated the first step
of its mergers & acquisitions plan as it looks to acquire complementary entities or product lines that will drive future shareholder
value through its special purpose vehicle, QS Energy Pool. The exploration & production (“E&P”) and oilfield
services industries are incredibly capital intensive, and the recent surge in global oil & gas production has seen these industries
to be even more so. The majority of the uptick in production stems from unconventional drilling and completions to extract petroleum
products from both shale and tight sand formations. Onshore wells drilling these formations typically cost anywhere form 3X to
6X that of traditional, conventional wells, depending upon the depth of the drill and length of the lateral. To support this activity
and take advantage of the recent oil boom, many small to mid-sized E&P companies have overleveraged their balance sheets to
a significant degree with costly debt, with the strategy to receive payoff through production over time. The drastic decrease in
global oil prices, or correction of commodities values, has put tremendous pressure on these companies as the payoff through production
has not been realized. Further, given the decrease in revenues for these operators, many find themselves unable to pay off their
expensive debt, and to the point where companies with excellent producing assets and good cash flow file for bankruptcy at an alarming
rate.
QS Energy Pool was created to take advantage
of today’s unique market conditions by way of identifying and acquiring these drastically undervalued assets, and to significantly
benefit QS Energy and its shareholders in the short term. The M&A strategy will target the acquisition of companies or technologies
that can be leveraged for the deployment and enhancement of AOT and Joule Heat, and that can lead to more immediate revenue generation.
Mr. Bigger concluded, “QS Energy’s
dual growth strategy is to deploy its flow assurance solutions globally and to acquire undervalued operating companies, technologies,
and oil & gas assets. Our M&A plan was enacted in an effort to provide income and revenue that is synergistic with our
current operations. The name QS Energy, Inc. better represents this bifurcated go-forward plan.”
For further information
about QS Energy, Inc., visit www.QSEnergy.com, read our SEC filings at http://ir.stockpr.com/qsenergy/all-sec-filings and subscribe
to Email Alerts at http://ir.stockpr.com/qsenergy/email-alerts to receive company news and shareholder updates.
Safe Harbor Statement:
Some of the statements in this release may
constitute forward-looking statements under federal securities laws. Please visit the following link for our complete cautionary
forward-looking statement: http://www.QSEnergy.com/site-info/disclaimer
QS Energy
QS Energy, Inc. (OTCQX: QSEP) provides the
global energy industry with patent-protected industrial equipment designed to deliver measurable performance improvements to crude
oil pipelines. Developed in partnership with leading crude oil production and transportation entities, QS Energy’s high-value
solutions address the enormous capacity inadequacies of domestic and overseas pipeline infrastructures that were designed and constructed
prior to the current worldwide surge in oil production. In support of our clients’ commitment to the responsible sourcing
of energy and environmental stewardship, QS Energy combines scientific research with inventive problem solving to provide energy
efficiency ‘clean tech’ solutions to bring new efficiencies and lower operational costs to the upstream, midstream
and gathering sectors. More information is available at: www.QSEnergy.com.
Company Contact |
Investor Relations & Media Contact |
QS Energy |
Jay Morakis |
Tel: +1 805 845-3581 |
M Group Strategic Communications |
E-mail: investor@QSEnergy.com |
Tel: +1 212 266 0191 |
|
E-mail: jmorakis@mgroupsc.com |
Source: QS Energy, Inc.
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