Current Report Filing (8-k)
March 04 2020 - 05:07PM
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): March 4, 2020
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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. ☐
Items 7.01 (Regulation FD Disclosure)
and
Item 8.01 (Other Events)
On March 4, 2020, the Company updated its
website at www.qsenergy.com, under the link “Recent Updates.” The update concerns the current status of the demonstration
testing of the Company’s AOT technology. A copy of the website update is attached hereto as Exhibit 99.1.
The information set forth in this Current
Report on Form 8-K, and the exhibit hereto is not to be deemed to be “filed” for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except
as shall be expressly set forth by specific reference in such a filing. This Current Report on Form 8-K (including the exhibit
hereto) shall not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the
requirements of Items 7.01 and 8.01.
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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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: March 4, 2020
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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: CFO
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