QS Energy, Inc. (OTCMKTS:QSEP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry Into a Material Definitive Agreement |
| Item 3.02 | Unregistered Sales of Equity Securities |
From January 1, 2017, through May 31, 2017, the Company issued
and sold to accredited US investors and non-U.S. investors an
aggregate of $1,616,077 Convertible Promissory Notes (the Notes)
and warrants to purchase an aggregate of 16,160,770 shares of
common stock (the Warrants). The Company received proceeds from
the closing of the private placement of $1,469,161, which funds
were used, and are being used, for general corporate purposes and
working capital.
The Notes are due twelve (12) months from their respective
issuance dates (the Maturity Date). The Notes do not bear
interest and were issued in the face amount equal to 110% of the
purchasers commitments. The Notes are convertible into shares of
the Companys common stock at a rate of $0.05 per share. If the
Notes are not paid in full by the Maturity Date, the balance
remaining on the Maturity Date shall be increased by 10% and the
Company shall be required to pay interest at a rate of 10% per
annum thereon until all sums thereunder are paid in full.
From February 17, 2017, through June 2, 2017, the Company issued
17,090,940 shares of its common stock on the conversion of Notes
in the aggregate amount of $854,547. As of June 2, 2017, the
outstanding balance due on the Notes was $761,530.
The Warrants are exercisable into shares of the Companys common
stock for a term of one (1) year at an exercise price of $0.05
per share. The Warrants also contain provisions that protect the
holders against dilution by adjustment of the conversion price in
certain events involving a reduction or increase in the Companys
shares.
The offering was made to non-U.S investors and to U.S. accredited
investors, as the term is defined in Regulation D under the
Securities Act of 1933, as amended (the Securities Act), and were
made without general advertising or solicitation. The securities
sold in the offering were not registered under the Securities
Act, or the securities laws of any state, and were offered and
sold in reliance on exemptions from registration including the
exemption from registration afforded by Section 4(a)(2) of the
Securities Act and Regulation S promulgated under the Securities
Act, and corresponding provisions of state securities law, which,
respectively, exempt transactions by an issuer not involving any
public offering or transactions with non-U.S. Investors.
| Item9.01. | Financial Statements and Exhibits. |
(d)Exhibits:
| Description | ||
| 10.1 |
Form of Securities Purchase Agreement, Form of Convertible Promissory Note, Form of Common Stock Purchase Warrant |
About QS Energy, Inc. (OTCMKTS:QSEP)
QS Energy, Inc., formerly Save The World Air, Inc., develops and commercializes energy efficiency technologies. The Company provides the energy industry with industrial equipment that are designed to deliver measurable performance improvements to crude oil pipelines. The Company’s primary technology is called Applied Oil Technology (AOT), a commercial-grade crude oil pipeline transportation flow-assurance product. AOT is used to manage the energy efficiency of oil pipeline pump stations. The AOT product has transitioned from the research and development stage to initial commercial production for the midstream pipeline marketplace. QS Energy Pool, Inc., a subsidiary of the Company, serves as a vehicle for the Company to explore, review and consider acquisition opportunities.
