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): ~~April~~July 2010, 2026

QUALITY INDUSTRIAL CORP. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada

000-56239

35-2675388

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

505 Montgomery Street, San Francisco, CA		94111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 706-0806

(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 (~~17CFR~~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: None

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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~April~~July 2010, 2026, ~~John-Paul~~Quality ~~Backwell~~Industrial ~~resigned~~Corp., ~~from~~a ~~his~~Nevada ~~position~~corporation as(the ~~Chief~~“Company”), ~~Executive~~entered ~~Officer~~into ofa ~~Quality~~Promissory Note & Loan ~~Industrial~~Modification ~~Corp.~~and Forbearance Agreement, adated ~~Nevada~~as ~~corporation~~of July 10, 2026 (the “~~Company~~Forbearance Agreement”), ~~effective~~with ~~immediately~~RB Capital Partners, Inc., Mra California corporation (the “Holder”). ~~Backwell~~The ~~will~~Forbearance ~~continue~~Agreement relates to be(i) a ~~director~~Convertible Promissory Note, dated August 3, 2022, issued by the Company to the Holder in the original principal amount of $1,100,000 (the “First Note”), and (ii) a Convertible Promissory Note dated March 17, 2023, issued by the Company. ~~The~~to ~~resignation~~the ~~was~~Holder ~~not~~in the ~~result~~original principal amount of ~~any~~$200,000 (the ~~disagreement~~“Second Note” and, together with the ~~Company~~First onNote, ~~any~~the ~~matter~~“Notes”). ~~known~~Each toof the Notes bears interest at a rate of 7% per annum, has an ~~executive~~original ~~officer~~term of 24 months, and permits voluntary conversion of principal into shares of the Company’s common ~~relating~~stock at a conversion price of $1.00 per share, subject to the ~~operations,~~terms ~~policies~~and orlimitations ~~practices~~set forth in the Notes. Both Notes matured prior to the date of the ~~Company~~Forbearance Agreement. The Forbearance Agreement provides that, as of June 30, 2026, the aggregate amount outstanding under the Notes was $1,587,439.64.

OnPursuant ~~April~~to ~~20,~~the ~~2026~~Forbearance Agreement, the ~~Board~~Company ofis ~~Directors~~required ofto pay the ~~Company~~Holder ~~appointed~~an ~~Carsten~~aggregate ~~Kjems~~amount ~~Falk~~of as$1,675,000 (the ~~Company’s~~“Payment ~~Chief~~Amount”). The ~~Executive~~Forbearance ~~Officer,~~Agreement ~~effective immediately.~~provides ~~Mr.~~that ~~Falk,~~the ~~51,~~Payment ~~has~~Amount ~~served~~will asbe ~~the~~paid ~~Interim~~in ~~Chief~~19 ~~Financial~~monthly ~~Officer~~installments ~~and~~commencing aon ~~director~~July of30, 2026 and ending on January 15, 2028. Specifically, the Company ~~since~~is ~~August~~required ~~2025.~~to ~~Since~~make ~~June~~the ~~2025~~following monthly payments, ~~Mr.~~in ~~Falk~~chronological ~~has~~order: ~~also~~four ~~served~~payments of as$25,000; ~~Head~~three payments of ~~M&A~~$50,000; three payments of ~~Fusion~~$75,000; ~~Fuel~~four ~~Green~~payments ~~PLC~~of $100,000; anthree ~~Irish~~payments ~~public limited~~of ~~company~~$150,000; ~~(Nasdaq:~~and ~~HTOO)~~two payments of $175,000. ~~From~~The ~~October~~Forbearance ~~2022~~Agreement tofurther ~~August~~provides ~~2025,~~that ~~Mr.~~the ~~Falk~~Payment ~~was~~Amount ~~the~~includes ~~Chief~~all ~~Commercial~~accrued ~~Officer~~interest ofon the ~~Company.~~outstanding ~~From June~~obligations ~~2022~~under tothe ~~October~~Notes ~~2024,~~through ~~Mr.~~the ~~Falk~~end ~~served~~of asthe ~~Chief~~term ~~Commercial~~of ~~Officer~~such ofinstallment ~~Ilustrato~~schedule. ~~Pictures~~No ~~International~~additional ~~Inc.,~~interest awill ~~Nevada~~accrue ~~corporation~~on ~~(OTC:~~the Payment Amount so ~~ILUS).~~long ~~From~~as ~~September~~no ~~2020~~default tohas ~~October~~occurred ~~2022,~~and ~~Mr.~~is ~~Falk~~continuing ~~was~~under the ~~Chief~~Forbearance ~~Executive~~Agreement. ~~Officer~~If of the Company. ~~From~~timely ~~2013~~pays ~~through~~in ~~2019,~~full ~~Mr.~~each ~~Falk~~of the first ~~was~~18 ~~Chief~~installments ~~Executive~~and ~~Officer~~no ofdefault ~~Domino’s~~has ~~Pizza~~occurred ~~Denmark.~~or ~~Mr.~~is ~~Falk~~continuing, ~~holds~~the Holder will apply a ~~Master~~timely payment discount of ~~Arts~~$30,000 in(“Timely Payment ~~Educational~~Discount”), ~~Theory~~reducing ~~and~~the ~~Curriculum~~final ~~Studies: Mathematics~~installment due on January 15, 2028, from ~~Aarhus~~$175,000 ~~University~~to $145,000. The ~~Board~~Company ofmay ~~Directors~~prepay all or any portion of the ~~Company~~Payment ~~believes~~Amount ~~that~~at Mrany time, without premium or penalty. ~~Falk~~Any isprepayment ~~qualified~~will tobe ~~serve~~applied onto the ~~Company’s~~remaining scheduled ~~Board~~installments ofin ~~Directors~~reverse ~~due~~chronological toorder ~~his~~unless ~~service to~~ the Company indirects ~~several~~otherwise, ~~senior~~and ~~executive~~the ~~roles~~Timely ~~since~~Payment ~~2020~~Discount ~~and~~may ~~extensive~~apply ~~leadership~~to ~~experience~~a full ~~across~~prepayment if the ~~SaaS,~~conditions ~~FMCG,~~set ~~and~~forth ~~energy~~in ~~sectors~~the Forbearance Agreement are satisfied.

~~There~~Pursuant ~~are~~to nothe ~~arrangements~~Forbearance orAgreement, ~~understandings~~the ~~between~~Holder ~~Mr.~~is ~~Falk~~required ~~and~~to ~~any~~forbear ~~other~~from ~~persons~~exercising ~~pursuant~~its torights ~~which~~and heremedies ~~was~~under ~~selected~~the asNotes ~~Chief~~during ~~Executive~~a ~~Officer.~~forbearance ~~There~~period ~~are~~(“Forbearance noPeriod”) ~~family~~ending ~~relationships~~on ~~that~~the ~~exist~~earliest ~~between~~of ~~Mr.~~(i) ~~Falk~~March ~~and~~1, ~~any~~2028, ~~directors~~(ii) orthe ~~executive~~occurrence ~~officers~~ of ~~the~~an ~~Company.~~uncured Indefault ~~addition~~under the Forbearance Agreement, ~~there has~~or ~~been~~(iii) nothe ~~transaction,~~effective ~~nor~~date isof ~~there~~a ~~any~~written ~~currently~~agreement ~~proposed~~of ~~transaction,~~the ~~between~~parties Mrto terminate the forbearance period. ~~Falk~~Pursuant to ~~and~~the Forbearance Agreement, the ~~Company~~term ~~that~~of ~~would~~the ~~require~~Notes ~~disclosure under~~was ~~Item~~extended ~~404(a)~~to ofMarch ~~Regulation~~1, ~~S-K~~2028.

~~Item~~Subject ~~7.01~~to ~~Regulation~~the FDexpiration ~~Disclosure~~of applicable cure and grace periods, a default will occur under the Forbearance Agreement if, among other things, the Company fails to make any installment payment by the applicable payment date and the expiration of the applicable grace period; another default occurs under the Notes, other than any default existing as of the date of the Forbearance Agreement; the Company dissolves, divides, ceases to exist, revokes or purports to terminate its liability under any Note, challenges the validity or enforceability of any Note, or denies any further liability or obligations thereunder; the Company becomes subject to bankruptcy, insolvency, receivership, assignment for the benefit of creditors or similar proceedings; the Company ceases to conduct business in the ordinary course; a tax lien, warrant or levy is imposed on the Company; or any representation or warranty of the Company in the Forbearance Agreement is false, misleading or incorrect in any material respect when made.

OnThe ~~April~~Forbearance 23Agreement provides for a grace period of 10 business days following each date that an installment payment of the Payment Amount is due, ~~2026~~and an additional 10-calendar-day cure period following written notice of default, before the ~~Company~~Holder ~~released~~may exercise remedies. Upon a ~~press~~default ~~release~~under ~~announcing~~the Forbearance Agreement and the ~~resignation~~expiration of ~~Mr.~~all ~~Backwell~~applicable grace and cure periods, the ~~appointment~~following remedies under the Forbearance Agreement will become available to the Holder: (a) the Forbearance Period will immediately and automatically cease without notice to or action by any party and the full unpaid portion of Mrthe Payment Amount will immediately be due in full, (b) interest will accrue on the unpaid portion at a rate of 5% per annum, (c) subject to the election requirement described below, the Holder will be entitled to exercise any or all its rights and remedies under the Notes, the Forbearance Agreement, and any other documents executed in connection with or related to the Forbearance Agreement or the Notes, or applicable law, and (d) any obligation of Holder to make advances or otherwise extend credit to the Company will immediately and automatically terminate, without notice to or action by any party. ~~Falk~~The Forbearance Agreement requires the Holder, following an uncured default, to elect remedies under either the Forbearance Agreement or the Notes, but not both simultaneously. AIf ~~copy~~the Holder fails to provide timely notice of its election, it will be deemed to have elected remedies under the Forbearance Agreement. An election, once made or deemed made, will be irrevocable. The Forbearance Agreement provides that if the Holder elects remedies under the Notes, none of the ~~press~~remedies ~~release~~described isabove ~~furnished~~will asbe ~~Exhibit~~available 99(other than the Holder’s right to retain all payments previously received under the Forbearance Agreement), and prior payments under the Forbearance Agreement will be credited against amounts owed under the Notes.1 The Company will not be required to ~~this~~pay ~~Current~~more ~~Report~~in onthe ~~Form~~aggregate ~~8-K~~under the Forbearance Agreement and the Notes than the total amount that would have been due under the Notes absent the Forbearance Agreement.

The ~~information~~Forbearance ~~furnished~~Agreement ~~pursuant~~contains tomutual ~~this~~releases ~~Item~~of ~~7.01~~claims ~~(including~~relating ~~Exhibit~~to 99the Notes.1 ~~hereto),~~The ~~shall~~Company’s ~~not~~release beis ~~deemed~~effective ~~“filed”~~as ~~for~~of ~~purposes~~the date of ~~Section~~the 18Forbearance Agreement, and the Holder’s release will become effective upon the Company’s payment of the ~~Securities~~Payment ~~Exchange~~Amount in ~~Act~~full. Upon payment in full of ~~1934,~~the asPayment ~~amended~~Amount (~~the~~less ~~“Exchange~~any ~~Act”~~applicable Timely Payment Discount), orall ~~otherwise~~obligations ~~subject~~of to the ~~liabilities~~Company under ofthe ~~that~~Notes ~~section,~~and ~~nor~~the ~~shall~~Forbearance itAgreement will be deemed ~~incorporated~~fully bysatisfied, ~~reference~~discharged, ~~into~~and ~~any~~extinguished. ~~filing~~In ~~under~~addition, the ~~Exchange~~Forbearance ~~Act~~Agreement contains orcovenants ~~the~~not ~~Securities~~to ~~Act~~sue ofrelating ~~1933~~to released claims, as ~~amended~~with (the ~~“Securities~~Company’s ~~Act”),~~covenant ~~except~~effective as ~~expressly~~of ~~set~~the ~~forth~~date byof ~~specific~~the ~~reference~~Forbearance Agreement and the Holder’s covenant effective upon payment in ~~such~~full aof ~~filing~~the Payment Amount, less any applicable Timely Payment Discount.

~~Forward-Looking~~The ~~Statements~~Forbearance Agreement provides that except as expressly modified by the Forbearance Agreement, the Notes will remain in full force and effect, and the Forbearance Agreement does not constitute a novation or accord and satisfaction of the indebtedness outstanding under the Notes.

The ~~press~~Holder’s ~~release~~conversion ~~attached~~right asunder ~~Exhibit 99.1 hereto and~~ the ~~statements~~Notes ~~contained~~was ~~therein~~expressly ~~include~~reserved ~~“forward-looking~~under ~~statements” within~~ the ~~meaning~~Forbearance ~~of Section 27A of the U~~Agreement.S. ~~Securities~~The ~~Act~~Holder of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” ~~“will,”~~exercise ~~“believes,”~~its ~~“expects,” “anticipates,”~~right “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms or other comparable terminology. Forward-looking statements in this press release include, but are not limited to, ~~statements regarding~~convert ~~the~~principal ~~Company’s~~into ~~leadership~~shares ~~transition, the expected impact~~ of ~~Mr. Falk’s appointment,~~ the Company’s ~~business strategy,~~common ~~operational~~stock ~~priorities,~~at ~~and~~a ~~future~~conversion ~~performance.~~price ~~Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as~~ of ~~the date of this press release and are not guarantees of future performance~~$1. ~~Actual~~00 ~~results~~per ~~may~~share ~~vary~~at ~~materially~~any ~~from~~time ~~those discussed~~ in ~~these forward-looking statements as a result of various factors, including,~~accordance ~~without~~with ~~limitation,~~ the ~~risk~~terms ~~that~~of the ~~leadership transition may not yield anticipated benefits~~Notes, ~~the~~including ~~Company’s~~certain ~~ability~~beneficial toownership ~~execute its~~limitations ~~business plan, market~~ and ~~competitive conditions, financing availability, regulatory developments, and~~ other ~~risks~~provisions ~~and~~of ~~uncertainties described under Item 1A. “Risk Factors” and elsewhere in~~ the ~~Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31~~Notes, ~~2026, and~~ in ~~other~~which ~~filings~~case ~~with~~ the ~~SEC. Should any of these risks or uncertainties~~ ~~materialize,~~principal oramount ~~should~~so ~~underlying~~converted ~~assumptions~~will ~~prove~~reduce ~~incorrect, actual results may vary materially from those described as anticipated, estimated or expected. All forward-looking statements attributable to~~ the ~~Company~~Payment orAmount ~~persons acting~~ on ~~its~~a ~~behalf are expressly qualified in their entirety by these cautionary statements. The Company undertakes no obligation to publicly update or revise any forward~~dollar-~~looking statements~~for-dollar tobasis ~~reflect~~and ~~events or circumstances arising after~~ the ~~date~~remaining ofscheduled ~~this~~installments ~~press~~will be ~~release,~~reduced ~~except~~in asreverse ~~required~~chronological ~~by law~~order.

The Forbearance Agreement is governed by the laws of the State of California.

Other than the Holder’s ownership of the Notes and the parties’ rights and obligations under the Notes and the Forbearance Agreement, the Company is not aware of any material relationship between the Company or its affiliates and the Holder.

A copy of the Forbearance Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The number of shares of common stock issuable upon any future conversion of either of the Notes will depend on the amount of principal converted and will be subject to the beneficial ownership limitation and other applicable provisions of the Notes. The consideration for any shares of common stock issued upon conversion will consist of the corresponding reduction of outstanding principal under the Notes and related adjustment to the Payment Amount under the Forbearance Agreement. Any shares of common stock issued upon conversion of the Notes will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release dated April 23, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits.

Exhibit No.		Description
10.1		Promissory Note & Loan Modification and Forbearance Agreement, dated as of July 10, 2026, by and between Quality Industrial Corp. and RB Capital Partners, Inc.
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 thereunto duly authorized.

Date: April 23, 2026	QUALITY INDUSTRIAL CORP.
Date: July 15, 2026	QUALITY INDUSTRIAL CORP.
	/s/ Carsten Kjems Falk	~~/s/ Carsten Kjems Falk~~
	Name:	Carsten Kjems Falk
	Title:	Chief Executive Officer and Interim Chief Financial Officer

Filing Compare · Quality Industrial Corp.