8-K

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 14, 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 5.03 Amendment to Articles of Incorporation or Bylaws

On February 14, 2025, Registrant filed a Certificate of Amendment to Registrant’s Articles of Incorporation with the Nevada Secretary of State to increase Registrant’s authorized shares of common stock from 500 million to 750 million. The amendment is effective as of the date of filing. A copy of Registrant’s Certificate of Amendment is filed herewith as Exhibit 3.1(20).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
3.1(20)		Certificate of Amendment to Articles of Incorporation
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 19, 2025	QS ENERGY, INC.

	By: /s/ Cecil Bond Kyte
	Name: Cecil Bond Kyte
	Title: CEO and CFO

Exhibit 3.1

Business Number C3325 - 1998 Filed in the Office of Secretary of State State Of Nevada Filing Number 20254673646 Filed On 2/14/2025 12:32:00 PM Number of Pages 2

02 / 14/2025 13:21 7753225623 Docusign Envelope ID: 1BCF2D35 - C0D1 - 4D5C - B091·3392EE69BE99 NEVADA AGENCY PAGE 04/04 FRANCISCO V. AGUILAR , Secretary of State 401 North Car.ion Street Carson City, Nevada 89701 - 4201 (TT5} 684 - 5708 Website: www.nvsos.gov Profit Corporation: Certificate of ' Ameifi:fmenf (PURSUNHTO NRS 78.380 & 78.385/78,390) Certific - ate to Accompany Restated Articles or A · mended and Restated Articles (PURSUANT TO NRs 18 . 403) Officer's Statement (PuRsuANr TO NRs so.o30 Date : • Time: : • • • • • • • ,h • - • •• • •• ••• - ' - • - - • • , _ ._, .,_, . , I (must not be later than 90 days after the certlficate is filed) 4. Effective Date and Time: (Optional) Changes to takes the following effect: O The entity name has been amended. 0 The registered agent has been changed. (attach Certificate of Acceptance from new 5, Information Being Changed: (Domestic corporations only) registered agent) Ƒ The purpose of the entity has been amended. The authorized shares have been amended. D The directors, managers or general partners have been amended. 0 IRS tax language has been added. 0 Articles have been added. D Articles have been deleted. D Other . . · - · .. . . _"!"h . a i _ cles h V _ :8b - - n 9.m nded as fol _ l() : (provi art.fc;I umbe , If avail ble) : The entity should be authorized to issue 750,000,000 (seven hundred ... cont ,.. , _ .. ... .... . , . , , , _ · · · - · -- ·· - -- · - · · · - - " . . .. - ... . .· · - · · . . - - ,. ' . · - · -- · - · · " - · ' • •· ·····. . . . . (attach additional page(s) If necessary) x CEO Signature of Officer or Authorized Signer Title 6. Signature: {Required) x _ Signature of Officer or Authorized Signer Title "If any proposed amendment would alter or change any preference or any relative or other right given to any dass or series of outstanding shares , then the amendment must be approved by the vote , in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s} if necessary) fifty million) shares · of common stock, par value $0.001 and 100 , 000,000 (one hundred millio'n) shares of preferred stock, par value $0 . 001 • This form must be accompanied by appropriate fees. · Page 2 of 2 Revised: 9/112023