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): ~~February~~June 1920, 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 13.0102 ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

OnFrom ~~February~~January 197, 2025, QSthrough June ~~Energy~~16, ~~Inc.~~2025, Registrant (the “Company”) ~~entered~~, ~~into~~in ana ~~Employment~~private ~~Agreement~~offering (“~~Agreement~~Private Offering”), ~~with~~issued ~~Cecil~~and ~~Bond~~sold ~~Kyte~~to accredited US investors and non-U.S. investors an aggregate of $2,514,000 ~~the~~in ~~Company’s~~principal ~~Chief~~amount ~~Executive~~Convertible ~~Officer~~Promissory Notes (the “~~CEO~~Notes”) and ~~Chief~~warrants ~~Financial~~to ~~Officer~~purchase an aggregate of 31,423,615 shares of the Company’s common stock (the “~~CFO~~Warrants”). The ~~term~~Company received ~~(“Term”)~~proceeds from the closing of the ~~Agreement~~Private isOffering ~~one~~of ~~(1)~~$2,285,000, ~~year~~which funds were used, and ~~will~~are ~~automatically renew~~being used, for ~~successive~~general ~~one~~corporate purposes ~~(1)~~and ~~year~~working ~~periods~~capital ~~unless~~including ~~either~~without ~~Mr.~~limitation, the payment of salaries and professional fees, overhead and general administrative expenses, including payment of compensation to Cecil Bond Kyte orin his roles as CEO and CFO of the Company, ~~provides~~including ~~notice~~payment to him of a retention bonus, noas ~~later~~more ~~than~~fully ~~December~~described 1in ofour ~~the~~Form ~~then~~8-~~current year~~K offiled with the ~~Term~~SEC on February 21, ~~that~~2025. The Company has also paid and will pay, at its discretion, fees to finders for introductions which result in the ~~Agreement~~purchase ~~shall~~of ~~not~~our Notes and other of our securities. Fees for such introductions have been paid and will be ~~renewed~~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 ~~effective~~Notes ~~date~~are ofdue ~~the~~twelve (12) ~~Agreement~~months isfrom ~~January 1,~~their ~~2025~~respective issuance dates (the “~~Effective~~Maturity Date”)~~, and provides for Mr~~. ~~Kyte~~The toNotes ~~continue~~do tonot ~~serve~~bear asinterest ~~the Company’s CEO~~ and ~~CFO~~were ~~for~~issued ~~a base salary~~in ofthe ~~$35,000~~face ~~per~~amount ~~month.~~equal ~~The~~to ~~Agreement~~110% ~~also provides Mr. Kyte with a retention bonus~~ of ~~$1,557,500,~~the ~~payable~~purchasers’ ~~in three (3) equal installments of $519,617~~commitments. The ~~Agreement~~Notes ~~provides~~are ~~that~~convertible ~~payment~~into ofshares ~~each~~ of the ~~installments is subject to the~~ Company’s ~~financial condition, including~~common ~~the~~stock ~~Company~~at ~~maintaining~~a ~~sufficient~~rate ~~funds~~of to$0.08 ~~pay,~~per asshare. ~~due,~~If ~~its~~the ~~operating~~Notes ~~expenses~~are ~~and~~not ~~establishing~~paid ain ~~reasonable~~full ~~reserve~~by ~~therefor. Subject to~~ the ~~foregoing~~Maturity ~~condition~~Date, the ~~first~~balance ~~installment~~remaining ~~of $519,167 was due~~ on ~~execution of~~ the ~~Agreement;~~Maturity ~~the second installment of $519,617~~Date ~~will~~shall be ~~due~~increased onby ~~the~~10% ~~execution, delivery,~~ and ~~effective date of a customer contract for~~ the ~~purchase~~Company orshall ~~lease~~be ~~and~~required ~~installation~~to ofpay ~~the~~interest ~~Company’s AOT~~at ~~product;~~a ~~and~~rate ~~the third installment~~ of ~~$519,617~~10% ~~will~~per beannum ~~due~~thereon onuntil ~~the~~all ~~execution,~~sums ~~closing,~~thereunder are ~~and~~paid ~~effective~~in ~~date~~full ~~of debt~~ or ~~equity~~converted ~~financing in~~into ~~favor of~~ the Company’s incommon ~~an amount of no less than $5,000,000~~stock.

The ~~Agreement~~Warrants ~~also~~are ~~provides a further inducement~~exercisable tointo ~~Mr.~~shares ~~Kyte to continue his employment as CEO and CFO~~ of the Company’s incommon ~~the form of~~ stock ~~options.~~for ~~Upon~~a ~~execution~~term of ~~the~~one ~~Agreement, the Company issued to Mr. Kyte an option~~ (~~“Option”~~1) toyear ~~purchase~~from ~~20,817,500~~their ~~shares~~respective ofissuance ~~restricted~~dates ~~common stock of the Company,~~ at an exercise price of $0.0310 per share. The ~~Option~~Warrants ~~immediately~~also ~~vested~~contain onprovisions that protect the ~~issuance~~holders ~~thereof~~against ~~and~~dilution ~~expires~~by 10adjustment ~~years~~of ~~from~~the conversion price in certain events involving a reduction or increase in the ~~Effective~~Company’s ~~Date~~outstanding shares.

~~Upon~~The ~~execution~~Private ofOffering ~~the~~was made ~~Agreement,~~to ~~the~~non-U.S. ~~Company~~investors ~~also issued~~and to MrU.S. ~~Kyte~~“accredited aninvestors,” ~~additional~~as ~~option~~the term is defined in Regulation D under the Securities Act of 1933, as amended (the “~~Additional~~Securities ~~Option~~Act”), toand ~~purchase~~was ~~3,500,000~~made ~~shares~~without ofgeneral ~~restricted~~advertising ~~common~~or ~~stock~~solicitation. ofThe ~~the~~Notes sold in ~~Company,~~the atPrivate anOffering ~~exercise~~were ~~price~~not ~~equal~~registered tounder the ~~price~~Securities ~~quoted~~Act, inor the ~~OTC~~securities ~~pink~~laws ~~sheets~~of ~~for~~any state, and were offered and sold in reliance on exemptions from registration including the ~~Company’s~~exemption ~~publicly~~from ~~traded~~registration ~~shares~~afforded asby Section 4(a)(2) of the ~~Effective~~ ~~Date.~~Securities ~~The~~Act ~~Additional~~and ~~Option~~Regulation S ~~immediately~~promulgated ~~vested~~under on the ~~issuance~~Securities ~~thereof~~Act, and ~~expires~~corresponding 10provisions ~~years~~of ~~from~~state ~~the~~securities ~~Effective~~law, ~~Date~~which, respectively, exempt transactions by an issuer not involving any public offering or transactions with non-U.S. Investors.

In addition to the Option and Additional Option described above, the Agreement provides that Mr. Kyte will receive an option to purchase an additional 3,500,000 shares of restricted common stock of the Company on each annual renewal of the Agreement (“Renewal Option”), at a price equal to the price quoted in the OTC pink sheets for the Company’s publicly traded shares on the date of renewal of the Agreement. The Renewal Option will vest at the rate of oneForward-~~twelfth~~Looking (1/12th) per month on the last calendar day of each month, provided the Agreement is not terminated and Mr. Kyte continues to serve as the Company’s CEO and CFO on the date of vesting. The Renewal Option will expire 10 years from its issuance date.Statements

The ~~Agreement~~Company ~~also~~cautions ~~contains~~you ~~other~~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 ~~conditions~~projections ~~usual~~about our business based in part on assumptions made by management. These statements are not guarantees of future performance and ~~customary~~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 ~~employment~~the ~~agreements~~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.

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

Item 9.01

Financial Statements and Exhibits

~~The~~(d) ~~following Exhibit is filed herewith.~~Exhibits

Exhibit Number		Description
10.1		~~Employment~~Term Sheet, Form of Securities Purchase Agreement, ~~between~~Form ~~Company~~of ~~and~~Convertible ~~Cecil~~Promissory ~~Bond~~Note, ~~Kyte~~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: February 21, 2025	QS ENERGY, INC.
Date: June 20, 2025	QS ENERGY, INC.
	By: /s/ Cecil Bond Kyte
	Name: Cecil Bond Kyte
	Title: CEO and CFO

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