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): ~~October~~November 297, 2019

QUALSTAR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

California

(State or other Jurisdiction of

Incorporation or Organization)

001-35810

(Commission File Number)

95-3927330

(I.R.S. Employer Identification No.)

1267 Flynn Road

Camarillo, CA 93012

(Address of principal executive offices) (Zip Code)

(805) 583-7744

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	QBAK	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§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. [ ]

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~October~~November 297, 2019, Qualstar Corporation (the “Company”) ~~granted~~issued toa ~~Steven~~press N.release ~~Bronson,~~announcing the Company’s ~~President~~financial ~~and~~results ~~Chief Executive Officer, 50,000 restricted stock units (the “Restricted Stock Units”)~~ for ~~shares of~~ the ~~Company’s~~three ~~common stock under the terms of the Company’s 2017 Stock Option~~ and ~~Incentive~~nine ~~Plan~~months ~~and~~ending anSeptember associated Restricted Stock Unit Agreement with Mr. Bronson (the “Restricted Stock Unit Agreement”). The Restricted Stock Units were awarded pursuant to that certain employment agreement entered into between the Company and Mr. Bronson on April 1330, 2019. ~~For~~A ~~each~~copy of ~~the~~this ~~fiscal~~press ~~years~~release ~~ended~~is ~~December~~attached ~~31,~~hereto ~~2019~~as ~~and~~Exhibit December 31, 2020, Restricted Stock Units for 25,000 shares of the Company’s common stock shall vest and the underlying common stock shall become issuable subject to the Company’s achievement of financial and performance objectives for the applicable fiscal year established by the Company’s Compensation Committee99.1 ~~Subject~~ to ~~the~~this ~~satisfaction~~Current ofReport ~~certain~~on ~~conditions,~~Form ~~unvested Restricted Stock Units shall also vest and the underlying common stock shall become issuable upon Mr~~8-K. Bronson’s death or disability, in the event the Company terminates Mr. Bronson’s employment without cause or if Mr. Bronson terminates his employment with the Company for good reason, and in the event of a change in control of the Company.

The ~~foregoing~~information ~~summary~~in this report shall not be deemed “filed” for purposes of Section 18 of the ~~Restricted~~Securities ~~Stock~~Exchange ~~Unit~~Act ~~Agreement~~of is1934, ~~qualified~~nor inshall ~~its~~it ~~entirety~~be deemed incorporated by reference toin any filing under the ~~full~~Securities ~~text~~Act of 1933 or the ~~agreement,~~Securities ~~which~~Exchange isAct ~~attached~~of as1934, ~~Exhibit 10.1~~except ~~hereto~~as ~~and~~shall isbe ~~incorporated~~expressly ~~herein~~set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Restricted Stock Unit Agreement, dated October 29, 2019, between Qualstar Corporation and Steven N. Bronson.

Exhibit No.		Description
99.1		Press release of Qualstar Corporation dated November 7, 2019.*

~~SIGNATURES~~* This exhibit is furnished, not filed.

~~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.~~SIGNATURES

	QUALSTAR CORPORATION
Dated: November 4, 2019	By:	/s/ Steven N. Bronson
		Name: Steven N. Bronson
		Title: President and Chief Executive Officer

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.

	QUALSTAR CORPORATION


Dated: November 7, 2019	By:	/s/ Steven N. Bronson
		Name: Steven N. Bronson
		Title: President and Chief Executive Officer

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