QS Energy, Inc. signed term sheet and securities purchase agreement with investors for a private placement of convertible promissory notes for minimum proceeds of $25,000 and maximum proceeds of $200,000 on October 15, 2021. The minimum individual investment amount is $5,000. The notes do not bear an interest rate and have a maturity date of 12 months from the closing date. The notes will be issued in the face amount equal to 110% of the investors’ commitments. The notes are convertible into common shares at a price of $0.03 per share. Each note can be repaid without penalty on or before the maturity date. 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. The warrants shall be issued at the same time each note is issued to the purchaser hereunder and shall be exercisable at $0.04 per share for such number of shares equal to 100% of the result obtained by dividing the face amount of the notes issued simultaneously with the warrant by the conversion price. The transaction will include participation from accredited United States investors and non-United States investors. The company will issue securities pursuant to the exemption provided under Regulation D. The securities issued in the transaction are subject to restrictions on sale and transfer. The transaction has been approved by the board of directors of the company and is not subject to the approval of its shareholders. The closing date of this offering is on or before November 30, 2021.