Items 7.01 (Regulation FD Disclosure)
and
Item 8.01 (Other Events)
5.02(b) and (c). Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective April 15, 2020, Gary Buchler voluntarily resigned
as a member of the Board of Directors (the “Board”) of QS Energy, Inc. (the “Company”) and member of the
Audit Committee of the Company. Mr. Buchler’s resignation was not the result of any dispute or disagreement with the Company
or any matter related to the Company’s operations, policies or practices, the Company’s management or the Board.
Effective April 15, 2020, Jason Lane voluntarily resigned as
the Company’s chief executive officer (“CEO”). Mr. Lane’s resignation was not the result of any dispute
or disagreement with the Company or any matter related to the Company’s operations, policies or practices, the Company’s
management or the Board. Notwithstanding Mr. Lane’s resignation as CEO of the Company, Mr. Lane will continue to serve as
a member of the Company’s Board and as Chairman of the Company’s Board.
(c) Effective April 15, 2020, Don Dickson, a member of the Company’s
Board, was appointed interim CEO of the Company for a term (“Term”) of ninety (90) days commencing from the effective
date of his appointment. Mr. Dickson was appointed to the Company’s Board of Directors in August 2013 and currently serves
as a member of the Company’s Audit Committee. Information regarding Mr. Dickson’s business experience is as follows:
Mr. Dickson was Chief Executive Officer / President for Advanced Pipeline Services (APS). APS was established for the purpose of
providing a full range of services to the oil and gas industry. Core business areas were in new construction of pipeline and facilities,
horizontal directional drilling and pipeline integrity/rehabilitation. APS had operations and offices in both Texas, Eagleford
and Permian Basin Fields. Prior to APS, Mr. Dickson worked for Kinder Morgan in their natural gas operations, retiring after twenty-nine
years. During his time at Kinder Morgan he served in different engineering capacities including as Director on two major pipeline
projects, the 42” (REX) Rockies Mountain Express through the state of Illinois, and the 42” (MEP) Midcontinent Express
Pipeline through the state of Louisiana. He also was Director of Operations with Tetra Resources completing various onshore and
offshore oil and gas wells and a Senior Engineer with Halliburton Services. After APS Mr. Dickson rejoined Kinder Morgan working
Project Management on several major projects, NED in the Northeast part of the United States and Cortez Expansion CO2 line from
southwest Colorado to Texas. Mr. Dickson has since retired from Kinder Morgan a second time and is currently working as a consultant
and performing inspections in the oil and gas industry for different companies. Mr. Dickson earned his B.S. in Engineering from
Oklahoma State University.
Mr. Dickson will not receive any cash compensation for his role
as interim CEO; rather, his compensation will be in the form of options that will be granted (“Grant”) to Mr. Dickson
to purchase 100,000 shares of restricted common stock of the Company (the “Options”), each month of his employment
as interim CEO during the Term. The Options will vest on the 30th day following the date of Grant, provided that Mr.
Dickson remains in his role as interim CEO on the vesting date. All of the Options shall be priced as of the closing market price
of the Company’s common stock as reported by the OTCBB on the date of Grant. The Options issued to Mr. Dickson in exchange
for serving as the Company’s interim CEO shall expire ten (10) years from the date of Grant.
Forward-Looking Statements
The Registrant 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.