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): June 2019, 2025

QS Energy, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada

0-29185

52-2088326

(State or other jurisdiction

of incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

23902 FM 2978
Tomball, Texas		77375
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (775) 300-7647

____________________________________________________________

(Former name or former address, if changed since last report)

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:

☐	Written communications pursuant to Rule 425 under the 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 Exchange Act: None.

Title of each Class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

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 31.0201 Entry into ~~Unregistered~~a ~~Sales~~Material ofDefinitive ~~Equity Securities~~Agreement.

~~From~~On ~~January 7, 2025, through~~ June 16 19, 2025, ~~Registrant~~ (~~the~~ “~~Company~~Effective Date”), inQS ~~a private offering (“Private Offering”)~~Energy, ~~issued and sold to accredited US investors and non-U~~Inc.S. ~~investors an aggregate of $2,514,000 in principal amount Convertible Promissory Notes~~ (the “~~Notes~~Company”) ~~and~~ ~~warrants~~entered tointo ~~purchase~~a andistributor ~~aggregate~~agreement ~~of 31,423,615 shares of the Company’s common stock~~ (~~the~~ “~~Warrants~~Distribution Agreement”). ~~The~~with ~~Company received~~VIPS ~~proceeds~~Petroleum ~~from the closing of the Private Offering of $2~~(“Distributor”),~~285,000,~~ which funds were used, and are being used, for general corporate purposes and working capital including without limitation, the payment of salaries and professional fees, overhead and general administrative expenses, including payment of compensation to Cecil Bond Kyte in his roles as CEO and CFO of the Company, including payment to him of a ~~retention~~corporation ~~bonus,~~organized asunder ~~more fully described in our Form 8-K filed with~~ the ~~SEC~~laws ~~on February 21, 2025. The Company has also paid and will pay, at its discretion, fees to finders for introductions which result in the purchase~~ of ~~our~~England ~~Notes~~ and ~~other of our securities~~Wales. Fees for such introductions have been paid and will be paid by us from proceeds of the purchase price paid for such Notes in this Private Offering in an amount no greater than ten percent (10%) of the purchase price.

The ~~Notes are due twelve~~Distribution ~~(12)~~Agreement ~~months~~provides ~~from~~for ~~their respective issuance dates (~~the ~~“Maturity~~appointment ~~Date”).~~of ~~The~~Distributor ~~Notes do not bear interest and were issued in the face amount equal~~ to ~~110%~~serve ofas the ~~purchasers~~Company’s ~~commitments.~~exclusive ~~The~~distributor ~~Notes~~to ~~are~~promote, ~~convertible~~sell, ~~into~~and ~~shares of~~ lease the Company’s ~~common stock~~Applied atOil aTechnology ~~rate~~units of(“AOT”) ~~$0.08~~in ~~per share. If~~ the ~~Notes~~territories ~~are~~(“Territories”) ~~not~~of ~~paid~~India, inIndonesia, Liberia, ~~full~~Ghana, byNigeria, ~~the~~Malaysia, ~~Maturity~~Singapore, ~~Date~~Vietnam, ~~the~~Laos, ~~balance~~Philippines, ~~remaining~~Australia, onBahrain, ~~the Maturity Date shall be increased by 10%~~ and ~~the~~Thailand ~~Company~~for ~~shall be required to pay interest at~~ a ~~rate~~period of ~~10%~~twelve ~~per annum thereon until all sums thereunder~~(12) ~~are~~months ~~paid~~from ~~in full or converted into~~ the ~~Company’s~~Effective ~~common stock~~Date.

The ~~Warrants~~term ~~are exercisable~~(“Term”) ~~into~~of ~~shares~~the ofDistribution Agreement is ten (10) years from the Effective Date, subject to earlier termination for cause, as follows: (i) either the Company or Distributor may terminate the Distribution Agreement upon 30 days’s ~~common~~written ~~stock~~notice ~~for~~to athe ~~term~~other of ~~one~~a material breach not cured within the notice period; and, (1ii) ~~year~~the ~~from~~Company ~~their~~may ~~respective~~terminate ~~issuance~~the ~~dates~~Distribution atAgreement anwithout ~~exercise~~notice ~~price~~for ofDistributor’s $0non-payment, fraud, misrepresentation, or non-compliance with U.10S. ~~per~~SEC ~~share~~[Securities and Exchange Commission] and FCPA [Foreign Corrupt Practices Act] regulations. The ~~Warrants~~Term ~~also~~shall ~~contain~~automatically ~~provisions~~renew ~~that~~for ~~protect~~ten ~~the~~(10) ~~holders~~years ~~against~~unless ~~dilution~~either byparty ~~adjustment~~provides ofnotice to the ~~conversion~~other ~~price~~of intermination ~~certain~~one ~~events~~(1) ~~involving~~year aprior ~~reduction~~to ~~or increase in~~ the ~~Company~~initial Term’s ~~outstanding~~expiration ~~shares~~date.

The ~~Private~~Distribution ~~Offering~~Agreement ~~was~~provides ~~made~~that toDistributor ~~non-U.S.~~may ~~investors~~elect ~~and~~ to ~~U.S.~~purchase ~~“accredited~~AOT ~~investors,”~~units asfrom the ~~term~~Company. isFor ~~defined~~each inAOT ~~Regulation~~unit Dpurchased ~~under~~by ~~the Securities Act of 1933~~Distributor, asDistributor ~~amended~~shall (pay the ~~“Securities~~Company ~~Act”),~~a ~~and~~purchase ~~was~~price ~~made~~of ~~without~~five ~~general~~million ~~advertising~~dollars or($5,000,000) ~~solicitation~~(“Purchase Price”). ~~The~~Fifteen ~~Notes~~percent ~~sold~~(15%) in of the ~~Private~~Purchase Price ~~Offering~~($750,000) ~~were~~for ~~not~~each ~~registered~~AOT ~~under~~unit ~~the~~shall ~~Securities~~be ~~Act,~~subject orto ~~the~~a ~~securities~~post-purchase ~~laws~~rebate, ofpayable ~~any~~by ~~state,~~the ~~and~~Company ~~were~~to ~~offered~~Distributor ~~and~~within ~~sold~~one in(1) ~~reliance~~business onday ~~exemptions~~following ~~from registration including~~ the ~~exemption~~Company’s ~~from~~confirmation ~~registration~~of ~~afforded~~cleared byPurchase ~~Section~~Price ~~4(a)(2)~~funds. ofAlternatively, ~~the~~Distributor ~~Securities~~may ~~Act~~elect ~~and~~a ~~Regulation~~commission model Swhereby ~~promulgated~~Distributor ~~under~~will ~~the~~receive ~~Securities~~a ~~Act,~~ten ~~and~~percent ~~corresponding~~(10%) ~~provisions~~commission ofon ~~state~~gross ~~securities~~revenue ~~law,~~generated ~~which, respectively, exempt transactions~~ by ansales ~~issuer~~of ~~not~~the ~~involving~~AOT ~~any~~units ~~public~~to ~~offering~~end orusers ~~transactions~~in the ~~with non-U~~Territories.~~S. Investors.~~

Upon Company’s receipt of Distributor’s order for the purchase of AOT units, the Company will generate and send an invoice to Distributor in an amount equal to the Purchase Price multiplied by the number of AOT units ordered. The Company’s payment terms are due on receipt, except Distributor may request payment terms of net 30 days subject to Company’s approval and Distributor providing Company with proof of funds documentation.

In addition to the above compensation arrangement, subject to negotiation and the execution of an “Additional Revenue” addendum to the Distribution Agreement, the Company and Distributor will share additional revenue, if any, generated from sales and use of AOT units in the Territories.

The Distribution Agreement also provides that upon the Company’s receipt of payment of twenty-five million dollars ($25,000,000), representing Distributor’s payment for an initial order of five (5) AOT units, the Company will issue 25,000,000 shares of its common stock to Distributor subject to additional agreements between Company and Distributor setting forth the form and terms and conditions of such issuance.

The Distribution Agreement also contains terms and conditions, regarding, among others, Company product warranties, Company obligations, and Distributor obligations.

The above description of material terms and conditions of the Distribution Agreement is qualified in its entirety by reference to the Distribution Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by this reference.

Forward-Looking Statements

The Company 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

Exhibit Number		Description
10.1		~~Term~~Distributor ~~Sheet, Form of Securities Purchase~~ Agreement~~, Form of Convertible Promissory Note, Form of Common Stock Purchase Warrant~~
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 20, 2025	QS ENERGY, INC.
Date: June 25, 2025	QS ENERGY, INC.
	By: /s/ Cecil Bond Kyte
	Name: Cecil Bond Kyte
	Title: CEO and CFO

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