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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
16, 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 16, 2026,
Graphene & Solar Technologies Limited issued a press release titled “GSTX Announces Uplisting to OTCQB Venture Market,”
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 16,
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 17, 2026
By: /s/ Jason May
Name: Jason May
Title: Chief Executive Officer and Director
Exhibit 99.1
GSTX Announces
Uplisting to OTCQB Venture Market
PHOENIX, Ariz., [September 16, 2026]
-- Graphene & Solar Technologies Limited (OTCQB: GSTX) (“GSTX”) today announced that its common stock has been approved
for trading on the OTCQB® Venture Market, with trading having commenced on September 15, 2026, under its existing ticker
symbol, “GSTX.”
The uplisting follows OTC Markets
Group’s approval of GSTX’s application, which required GSTX to satisfy the OTCQB Venture Market’s financial, reporting,
verification, and market-eligibility standards, which exceed those of the OTCID Basic Market.
“Uplisting to OTCQB is an
important step forward on our company’s journey to a potential future listing on the Nasdaq Stock Market, while also strengthening
the capital-markets platform around our U.S. silicon wafer manufacturing strategy,” said Jason May, executive chairman and CEO
of GSTX. “We believe OTCQB quotation will enhance our visibility in the investment community by providing greater market awareness,
expanded reach to institutional and retail investors, and potentially increased trading liquidity.”
This market-tier upgrade complements
GSTX’s ongoing capital-formation efforts. As previously announced, GSTX is conducting a private offering of up to $40 million of
convertible notes and intends to use the net proceeds of the offering, if completed, to support the development of its U.S. silicon wafer
manufacturing operations.
The convertible notes have not been
registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful.
Through its U.S. subsidiary, Quartz
& Silicon Materials Company Limited (“QSM USA”), GSTX’s near-term focus is the planned production of silicon wafers
in San Diego, California. When fully operational, the existing industrial facility is expected to provide up to 10 GW of wafer capacity
annually. QSM USA has entered into a long-term offtake agreement with a U.S. solar manufacturer for 30 percent of this planned output.
GSTX was also recently awarded a $45 million California Competes Tax Credit for its solar materials projects, the realization of which
is subject to GSTX’s satisfaction of certain investment and employment milestones.
About Graphene & Solar Technologies
Limited
Graphene & Solar
Technologies Limited includes majority- and wholly owned companies operating under the Quartz & Silicon Materials
(“QSM”) brand in the United States, Australia, New Zealand and Europe. Its U.S.-based QSM subsidiary is an entrant in
the U.S. solar materials industry focused on strengthening domestic solar manufacturing through an integrated, resilient supply
chain. GSTX subsidiaries are led by teams with experience in solar,
semiconductor, and quartz manufacturing. 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 anticipated benefits of OTCQB
quotation; any potential future Nasdaq listing; the proposed private offering of convertible notes, including its amount, terms, timing
and completion and the intended use of proceeds; the planned development, timing and capacity of silicon wafer production at GSTX’s
San Diego, California facility; the offtake agreement; the California Competes Tax Credit; and GSTX’s manufacturing strategy and
capital-formation efforts.
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: GSTX’s
ability to maintain its eligibility for quotation on the OTCQB Venture Market and to realize the anticipated benefits of OTCQB quotation;
GSTX’s ability to satisfy Nasdaq’s initial listing standards and to obtain and maintain a Nasdaq listing; the risk that the
proposed private offering is not completed on the anticipated terms or at all; GSTX’s ability to access additional capital on acceptable
terms, or at all; delays, cost overruns, permitting, equipment or supply-chain issues or other factors that could prevent GSTX from commencing
production at the San Diego facility on the anticipated timeline or at the anticipated capacity; the ability of GSTX and its counterparty
to perform under the offtake agreement; GSTX’s ability to satisfy the conditions to the California Competes Tax Credit; GSTX’s
history of operating losses and need for substantial additional capital; changes in demand for and pricing of solar materials and in
U.S. trade, tariff, tax 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
GSTX
+1 952-920-3908
warren@quartz.rocks
