QS Energy, Inc. announced that it has signed a term sheet and note purchase agreement with accredited investors for a private placement of convertible promissory notes for minimum gross proceeds of $22,500 and maximum gross proceeds of $315,000 on November 9, 2020. 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 $0.02 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. As a part of the transaction, the company will also issue warrants which shall be exercisable at $0.03 per share for such number of shares equal to 50% of the result obtained by dividing the face amount of the notes issued simultaneously with the warrant by the conversion price. The transaction is expected to close on or before April 30, 2021. 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 provisions of Section 4(a)(2) under the Securities Act of 1933, as amended or Rule 506 of Regulation D. The minimum investment accepted from any investor is $5,000. 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 investor will not pay or receive any finder’s fee or commission in respect of the consummation of the transactions contemplated by the agreement.