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 21~~June 24, 2026

Commission File Number: 333-174194

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

(Exact name of registrant as specified in its charter)

colorado		27-2888719
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11201 North Tatum Blvd., Suite 300

Phoenix, AZ 85028

(Address of principal executive offices, including Zip Code)

(602) 388-8335

(Issuer’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:

☐ 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 2459.244a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 2459.244d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 2459.243e-4c))

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

Title of Each Class		Trading Symbol		Name of Each Exchange on which registered
NONE		NONE		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 5~~1.~~02.~~01 ~~Departure~~Entry ofInto a ~~Directors~~Material orDefinitive ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~April~~June 2123, 2026, Graphene ~~David~~& ~~Halstead~~Solar ~~resigned~~Technologies asLimited ~~Chief Financial~~(OTCID: ~~Officer~~GSTX) ~~and~~(the as"Company") aannounced ~~member~~that ofits ~~the~~wholly ~~Board~~owned ofU.S. ~~Directors~~manufacturing subsidiary, ~~(the~~The ~~"Board")~~Quartz ~~of Graphene~~ & ~~Solar~~Silicon ~~Technologies~~Materials Company Limited (~~the~~ "~~Company~~QSM USA"), ~~effective~~has ~~April~~been 21awarded a forty-five million dollar ($45,000,000) California ~~2026~~Competes Tax Credit through the California Office of Business and Economic Development. The five-year award supports the Company's planned silicon ingot and silicon wafer manufacturing projects.

~~David~~A ~~Halstead's~~copy ~~resignation~~of isthe ~~not~~Tax Credit Allocation Agreement for the ~~result~~award ~~of any~~is ~~disagreement~~attached oras ~~issues~~Exhibit ~~relating~~10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Readers should review the ~~Company's~~Tax ~~operations,~~Credit ~~policies,~~Allocation orAgreement ~~practices~~for a complete understanding of the terms and conditions of the transaction described above.

OnItem ~~April 21, 2026, the Board of Directors of the Company appointed Kristine Woo to serve as the Company’s interim Chief Financial Officer, effective immediately~~8.01 ~~The Company plans to promptly~~Other ~~initiate a search for a permanent successor to be Chief Financial Officer.~~Events

~~Kristine~~On ~~Woo~~June ~~will~~23, ~~receive~~2026, Graphene ~~compensation~~& ~~consistent~~Solar Technologies Limited issued a press release titled "GSTX Subsidiary Awarded $45,000,000 Tax Credit for Its ~~with~~Two ~~the~~Planned ~~Company's~~California ~~executive~~Solar ~~compensation~~Manufacturing ~~policies~~Projects," which is attached as Exhibit 99.1 hereto.

~~There~~The ~~are~~information noin this ~~arrangements~~Item or8.01, ~~understandings~~including ~~between Kristine~~Exhibit ~~Woo~~99.1 attached hereto, is being furnished and ~~any~~shall ~~other~~not ~~person~~be ~~pursuant~~deemed to"filed" ~~which~~for ~~she~~the ~~was~~purposes of ~~selected~~Section as18 ~~interim~~of ~~Chief~~the ~~Financial~~Securities ~~Officer~~Exchange Act of 1934, noas ~~family~~amended, ~~relationships~~or ~~with~~otherwise subject to the liabilities of that Section. The information in this Item 8.01 shall not be incorporated by reference into any ~~director~~registration statement or ~~executive~~other ~~officer~~document ofpursuant to the ~~Company,~~Securities Act ~~and~~of no1933, ~~transactions~~as ~~requiring~~amended, ~~disclosure~~except ~~under~~as ~~Item~~otherwise ~~404(a)~~expressly ofstated ~~Regulation~~in ~~S-K.~~such filing

2Item 9.01 Financial Statements and Exhibits

~~SIGNATURES~~(d) Exhibits

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.

Exhibit No.	Description
10.1	Tax Credit Allocation Agreement
99.1	Press Release dated June 23, 2026

~~GRAPHENE & SOLAR TECHNOLOGIES LIMITED~~ 2

~~Date: April 23, 2026~~SIGNATURES

~~By:~~Pursuant ~~/s/~~to ~~Jason~~the ~~May~~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.

~~Name:~~GRAPHENE ~~Jason~~& ~~May~~SOLAR TECHNOLOGIES LIMITED

~~Title~~Date: ~~Chief~~June ~~Executive~~24, ~~Officer and Director~~2026

3By: /s/ Jason May

Name: Jason May

Title: Chief Executive Officer and Director

Filing Compare · Graphene & Solar Technologies Ltd