Quality Industrial (QIND) 8-K/AEntry into a Material Definitive Agreement

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 18, 2024

Quality Industrial Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (800)-706-0806

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on November 18, 2024, Quality Industrial Corp., a Nevada corporation (the “Company”), Fusion Fuel Green PLC, an Irish public limited company (the “Fusion Fuel”), Ilustrato Pictures International Inc., a Nevada corporation and a stockholder of the Company (“Ilustrato”), and certain other stockholders of the Company (together with Ilustrato, the “Sellers” and the Sellers together with the Company and Fusion Fuel, the “Parties”), entered into a Stock Purchase Agreement, dated as of November 18, 2024 (the “Purchase Agreement”). The Purchase Agreement provided that, at the closing of the transactions contemplated therein (the “Closing”), the Sellers were required to transfer an aggregate of (i) 78,312,334 shares of the Company’s common stock owned by the Sellers and (ii) 20,000 shares of the Company’s Series B Preferred Stock owned by the Sellers, constituting approximately 69.36% of the issued and outstanding capital stock of the Company (the “Sellers’ Shares”) to Fusion Fuel. In exchange, at the Closing, Fusion Fuel was required to issue (a) 3,818,969 Class A ordinary shares and (b) 4,171,327 Series A Convertible Preferred Shares (the “Preferred Shares”) to the Sellers on a pro rata basis (the “Purchaser Shares”), subject to adjustment, with provisions for the Preferred Shares to convert into 41,713,270 Ordinary Shares subject to the approval of Fusion Fuel’s shareholders and Nasdaq listing clearance.

On November 26, 2024, the conditions to the Closing were satisfied in all material respects. As a result, the Sellers have delivered all of the necessary documentation to the Company’s transfer agent to effect the transfer of the Sellers’ Shares to Fusion Fuel, and Fusion Fuel instructed its transfer agent to issue its Shares Consideration to the Sellers, in which the Ordinary Shares Consideration will be issued to Ilustrato, and the Preferred Shares Consideration will be issued pro rata to the Sellers, with Ilustrato’s allocation of the Preferred Shares Consideration reduced by the Ordinary Shares Consideration.

As contemplated by the Purchase Agreement, following the Closing, the Company will function as a majority-owned operating subsidiary of Fusion Fuel.

The Purchase Agreement provides for a post-Closing merger of the Company into a newly formed subsidiary of Fusion Fuel, which would result in the Company becoming a wholly owned subsidiary of Fusion Fuel upon a successful merger closing, which cannot be guaranteed. In addition, at Closing, certain stockholders of the Company and Fusion Fuel agreed to enter into a lock-up agreement (the “Lock-Up Agreement”), whereby the subject stockholders agreed to a lock-up of their respective shares of Fusion Fuel for a period of 6 months following the Closing. The Parties have also agreed to several post-Closing covenants, including, but not limited to, actions related to shareholder meetings and financing arrangements. The Purchase Agreement contains customary representations, warranties, indemnification provisions, and certain unwinding and termination rights.

The foregoing description of the Purchase Agreement and Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and Form of Lock-Up Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K (this “Current Report”). The foregoing description has been included to provide investors and security holders with information regarding the terms of the Purchase Agreement and Lock-Up Agreement and is qualified in its entirety by the terms and conditions of the Purchase Agreement and Lock-Up Agreement. Such description is not intended to provide any other factual information about the Company, Fusion Fuel, the Sellers, or their respective subsidiaries or affiliates. The Purchase Agreement contains representations, warranties, and covenants by each of the Parties, which were made only for purposes of the Purchase Agreement. The representations, warranties, and covenants in the Purchase Agreement were made solely for the benefit of the Parties and may be subject to limitations agreed upon by the Parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Parties. Investors should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 5.01 Changes in Control of Registrant.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 5.01.

Following the Closing, the Company will function as a majority-owned subsidiary of Fusion Fuel. The shareholders of Fusion Fuel and its board of directors shall collectively be able to control the election of the Company’s board of directors, all matters upon which stockholder approval is required and, ultimately, the direction of the Company.

Item 7.01 Regulation FD Disclosure.

On November 19, 2024, the Company issued a press release to announce the Company’s entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.

Cautionary Statement Concerning Forward-Looking Statements

The press release attached as Exhibit 99.1 hereto and this Current Report contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. There can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control including the Company’s ability to complete its acquisition by, and potential merger with, Fusion Fuel and integrate its business; the ability of the Company, the Sellers and Fusion Fuel to obtain all necessary consents and approvals in connection with the transaction and post-Closing covenants, agreements and obligations; the ability of the Parties to obtain clearance from The Nasdaq Stock Market LLC of an initial listing application in connection with the transaction; the ability of Fusion Fuel to obtain required shareholder approval of the transaction; the outcome of any legal proceedings that may be instituted by or against any of the Company, Fusion Fuel, or the Sellers resulting from the entry into or termination of the Purchase Agreement; our ability or inability to complete potential transactions and provide anticipated value and growth as a result thereof; the risk that any acquisition will disrupt current plans and operations as a result of the announcement and consummation of any such acquisition; the inability to recognize the anticipated benefits of an acquisition, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth, maintain relationships with customers and suppliers and retain key employees; costs related to the transaction; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors and other risks and uncertainties indicated from time to time; and general economic conditions. Any such forward-looking statements represent management’s estimates as of the date of this Current Report. While the Company may elect to update such forward-looking statements at some point in the future, unless required by law, it disclaims any obligation to do so, even if subsequent events cause its views to change. Thus, no one should assume that the Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including, but not limited to, the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov.

Item 9.01 Financial Statements and Exhibits. 

(d) The following exhibits are being filed herewith:

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.

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