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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): September
21, 2026
Commission File Number: 333-174194
| GRAPHENE & SOLAR TECHNOLOGIES LIMITED |
| (Exact name of registrant as specified in its charter) |
| colorado |
|
27-2888719 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
11201 North Tatum Blvd., Suite 300
Phoenix, AZ 85028
(Address of principal executive offices, including
Zip Code)
(602) 388-8335
(Issuer’s telephone number, including area code)
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-4c))
Securities registered pursuant to Section 12(b) of the Act.
| Title of Each Class |
|
Trading Symbol |
|
Name of Each Exchange on which registered |
| NONE |
|
NONE |
|
NONE |
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 8.01 Other Events
On September 21, 2026,
Graphene & Solar Technologies Limited issued a press release titled “GSTX Subsidiary Approved for Approximately $15 Million
California Sales and Use Tax Exclusion,” which is attached as Exhibit 99.1 hereto.
The information in this Item
8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this
Item 8.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933,
as amended, except as otherwise expressly stated in such filing
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
Description |
| 99.1 |
Press Release dated September 21,
2026 |
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.
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
Date: September 25, 2026
By: /s/ Jason May
Name: Jason May
Title: Chief Executive Officer and Director
Exhibit
99.1
GSTX Subsidiary
Approved for Approximately $15 Million
California Sales and Use Tax Exclusion
PHOENIX, Ariz., September 21, 2026
-- Graphene & Solar Technologies Limited (OTCQB: GSTX) (“GSTX”) today announced that its U.S. manufacturing subsidiary,
The Quartz & Silicon Materials Company Limited (“QSM USA”), has been approved by the California Alternative Energy and
Advanced Transportation Financing Authority (“CAEATFA”) for a Sales and Use Tax Exclusion (“STE”) of up to $14,999,831.
The approval covers up to $176,468,600
in qualified property associated with QSM USA’s planned California manufacturing operations. Under this program, approved purchases
of qualified property are excluded from applicable California state and local sales and use taxes. The exclusion is expected to reduce
QSM USA’s capital costs as it advances its planned silicon wafer manufacturing operations in California, subject to execution of
the applicable Regulatory Agreement and continued program compliance, and the amount actually realized will depend on the qualified property
QSM USA ultimately purchases.
“This approximately $15 million
sales and use tax exclusion is another important step in advancing our California manufacturing strategy,” said Jason May, executive
chairman and CEO of GSTX. “By reducing the effective cost of qualifying manufacturing equipment, the incentive can improve the
capital efficiency of our planned U.S. silicon wafer operations as we move toward production.”
Paul Saffron, CEO of QSM USA, added,
“We appreciate the work of CAEATFA, the California State Treasurer’s Office and the Governor’s Office in supporting
advanced manufacturing in California. We are also particularly grateful to Ethan Hanohano, vice president with Momentum Consulting, for
his invaluable assistance in the process.”
The CAEATFA approval follows QSM
USA’s previously announced $45 million California Competes Tax Credit, which is subject to the satisfaction of investment and employment
milestones, supporting its planned California silicon ingot and wafer manufacturing projects. Together, the two programs are expected
to support investment associated with QSM USA’s development of advanced solar manufacturing capabilities in the state.
QSM USA is developing a silicon
wafer manufacturing facility in Southern California as part of GSTX’s broader strategy to establish resilient solar-materials supply
chains outside of China. The planned facility, being developed within an existing industrial building, is designed to reach annual silicon
wafer production capacity of 10 gigawatts when fully operational. GSTX is targeting initial production by mid-2027.
GSTX’s broader strategy is
focused on developing an integrated network of Quartz & Silicon Materials businesses spanning critical inputs for solar manufacturing,
including high-purity quartz, silicon, polysilicon, monocrystalline silicon ingots, and silicon wafers. GSTX believes building these
capabilities in the United States and other Western markets can strengthen supply-chain
resilience while addressing demand for domestically manufactured solar materials.
About Graphene & Solar Technologies
Limited
Graphene & Solar Technologies
Limited includes majority- and wholly owned companies operating under the Quartz & Silicon Materials (“QSM”) brand. The
group is developing an integrated supply chain for solar and silicon materials, with operations and planned projects in the United States,
Australia, New Zealand and Europe.
QSM USA is focused on supporting
domestic solar manufacturing through the development of silicon wafer and related manufacturing capacity in the United States. GSTX is
headquartered in Phoenix, Arizona, and its common stock is quoted on the OTCQB Venture Market under the symbol “GSTX.”
For more information, visit www.quartz.rocks.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange
Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than
statements of historical fact and may be identified by words such as “may,” “should,” “could,” “would,”
“will,” “expect,” “anticipate,” “intend,” “plan,” “believe,”
“estimate,” “continue,” “target,” “project,” “potential,” or similar expressions.
Forward-looking statements in this press release include, without limitation, statements regarding: the CAEATFA sales and use tax exclusion,
including the Regulatory Agreement, the amount ultimately realized and its effect on QSM USA’s capital costs; the California Competes
Tax Credit; the planned development, timing and capacity of QSM USA’s Southern California silicon wafer facility, including the
targeted commencement of initial production by mid-2027; and GSTX’s strategy of developing an integrated network of solar-materials
businesses in the United States and other Western markets.
These statements are based on management’s
current expectations and assumptions and are subject to risks, uncertainties and other factors, many of which are beyond GSTX’s
control and could cause actual results to differ materially from those expressed or implied by these statements, including: the risk
that the Regulatory Agreement with CAEATFA is not executed; the risk that the exclusion actually realized is less than the approved amount,
including if QSM USA purchases less qualified property than approved or does not satisfy the program’s purchase-timing and ongoing
compliance requirements; GSTX’s ability to satisfy the conditions to the California Competes Tax Credit; GSTX’s ability to
obtain the substantial additional financing required for its manufacturing operations on acceptable terms, or at all; delays, cost overruns,
permitting, equipment or supply-chain issues or other factors that could delay production or reduce capacity; GSTX’s history of
operating losses; changes in demand for and pricing of solar materials
and in trade, tariff, tax, incentive and energy policy; competition, regulatory developments and other risks affecting the solar and
semiconductor materials industries; and general business, economic, market and geopolitical conditions. Additional information regarding
these and other factors is included under the heading “Risk Factors” in GSTX’s Annual Report on Form 10-K for the fiscal
year ended September 30, 2025, and in GSTX’s subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and
Exchange Commission, available free of charge at www.sec.gov.
Readers are cautioned not to place
undue reliance on forward-looking statements, which speak only as of the date of this press release. Except as required by applicable
law, GSTX undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise.
Investor and Media Contact
Warren Djerf
Vice President of Communications
(952) 920-3908
warren@quartz.rocks
