### QS Energy (OTCMKTS:QSEP) Completes Private Placement Offering for $1,154,000

On November 15, 2024, QS Energy, Inc. filed a Form 8-K with the Securities and Exchange Commission, announcing the completion of a private placement offering. The company issued and sold a total of $1,154,000 in principal amount Convertible Promissory Notes (the “Notes”) and warrants to purchase 38,476,448 shares of common stock (the “Warrants”) to accredited US investors and non-U.S. investors between May 10, 2024, and November 14, 2024.

Proceeds from the private placement offering amounted to $1,049,000, which will be utilized for general corporate purposes and working capital. The Notes, due twelve months from their respective issuance dates, do not accrue interest and are convertible into the company’s common stock at a rate of $0.03 per share. In the event the Notes are not fully paid by the Maturity Date, a 10% increase will be applied to the remaining balance.

Additionally, the Warrants, which are exercisable for one year from their issuance at an exercise price of $0.04 per share, include provisions safeguarding holders against dilution by adjusting the conversion price in specific circumstances concerning changes in the company’s shares.

The private offering, made to both non-U.S. investors and U.S. accredited investors under Regulation D of the Securities Act of 1933, was conducted without general advertising or solicitation. These securities were not registered under the Securities Act or state securities laws, relying on exemptions from registration, including provisions under the Securities Act and Regulation S, which exempt transactions from public offerings or dealings with non-U.S. investors.

The company disclosed cautionary statements regarding forward-looking declarations in the filing, emphasizing the uncertainties and risks involved. It warned of the unpredictable nature of actual outcomes compared to projected expectations, citing factors disclosed in its periodic reports filed with the SEC.

This report assures shareholders of QS Energy’s commitment to providing updated information and adhering to financial reporting regulations. The company signals transparency and compliance with SEC requirements, ensuring its investors are informed accurately and efficiently.

The Form 8-K filing also includes a Term Sheet, Form of Securities Purchase Agreement, Form of Convertible Promissory Note, and Form of Common Stock Purchase Warrant as exhibits, providing further details for interested parties.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read QS Energy’s 8K filing here.

About QS Energy

QS Energy, Inc develops and commercializes energy efficiency technologies in the United States and internationally. The company’s energy efficiency technologies assist in meeting energy demands, enhancing the economics of oil transport, and reducing greenhouse gas emissions. The company’s primary technology comprises Applied Oil Technology, a commercial-grade crude oil pipeline transportation flow-assurance product that reduces crude oil viscosity by applying a high intensity electrical field to crude oil while in transit.