QS Energy, Inc. announced a private placement to issue Convertible Promissory Notes at the principal amount of $199,000 and issued for $181,000 on January 26, 2024. The transaction also included participation from accredited US investors and non-U.S. investors. The company also issued warrants to purchase an aggregate of 3,980,900 shares of common stock.

The Notes are due twelve months from their respective issuance dates 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 Company?s 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 or converted into the Company?s common stock. The Warrants are exercisable into shares of the Company?s common stock for a term of one (1) year from their respective issuance dates at an exercise price of $0.07 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 Company?s 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 was 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.

The Closing Date of this Offering is on or before February 29, 2024. This Offering will close before February 29, 2024 if fully subscribed at the Maximum Aggregate Investment amount defined above.