Item 8.01 Other Events.
In response to the impact of
coronavirus disease 2019 (“COVID-19”), on March 25, 2020, the U.S. Securities and Exchange Commission issued an
order (“Order”) granting exemptions from certain provisions of the Securities Exchange Act of 1934
(“Exchange Act”) and rules thereunder related to, among other things, timely reporting for certain public
companies concerning reports due between March 1, 2020, and July 1, 2020, including periodic reports due during that period
on Form 10-Q. QS Energy Inc.’s (“Company”) Form 10-Q filing for the period ended March 31, 2020, was due on
May 15, 2020. In accordance with the Order, that filing may be delayed for up to 45 days, from the original due date. Thus,
under the Order, the Company’s Form 10-Q for the period ended March 31, 2020, may now be filed on a date no later than
June 29, 2020.
In accordance with the Order, the Company
is furnishing this Current Report on Form 8-K to indicate the Company’s reliance on the Order to delay the filing of its
periodic report on Form 10-Q for the period ended March 31, 2020, to a date no later than June 29, 2020, although the Company anticipates
that it will be able to file the aforementioned report on Form 10-Q on a date no later than June 1, 2020.
The Company has been unable to file its
Form 10-Q for the period ended March 31, 2020 due to temporary COVID-19 related disruptions in access to records and information.
These disruptions impacted our ability to complete and deliver accurate financial reports and records to the Company’s independent
auditors with sufficient time to complete their review in advance of the May 15, 2020 filing deadline.
The COVID-19 outbreak has had a significant
negative financial impact across a wide spectrum of industries, both in terms of operations and access to operating capital which
pose risks to the Company and may impact our ability to complete work on our AOT Technology and restart testing at the demonstration
site. To date, we have experienced some delays in our supply chain. Adjusting for these delays, we now anticipate testing will
restart in June 2020. However, COVID-19 may continue to impact our supply chain and our ability to deliver equipment to the test
site in June 2020. Though we have not been made aware of any COVID-19 restrictions at the demonstration site, implementation of
such restrictions could impact our ability to restart testing or our ability to operate on-site at the demonstration project. In
addition, impacts of COVID-19 on the financial markets have negatively impacted the Company’s access to operating capital
such that we may be unable to raise sufficient working capital to complete our AOT Technology testing and to fund ongoing operations.
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.