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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): October
2, 2026
QUALITY
INDUSTRIAL CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-56239 |
|
35-2675388 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 505
Montgomery Street, San
Francisco, CA |
|
94111 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17CFR 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-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: 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 3.03 Material Modification to Rights of Security Holders.
On
October 2, 2026, Quality Industrial Corp., a Nevada corporation (the “Company”), filed the Second Amended and Restated Articles
of Incorporation of the Company (the “Second Amended and Restated Articles”) with the Secretary of State of the State of
Nevada.
The Second Amended and
Restated Articles were approved by the Company’s Board of Directors (the “Board”) by unanimous written consent on August
26, 2026 and by written consent on August 31, 2026 of Fusion Fuel Green PLC, the holder of approximately 51.9% of the Company’s
voting power, pursuant to Sections 78.320 and 78.390 of the Nevada Revised Statutes. The Company’s definitive Information Statement
on Schedule 14C was first mailed to stockholders on or about September 11, 2026, and the Second Amended and Restated Articles became
effective upon filing.
The
Second Amended and Restated Articles amend and restate in their entirety the Company’s Amended and Restated Articles of Incorporation
filed with the Nevada Secretary of State on October 5, 2011, as subsequently amended (the “Prior
Articles”). The material modifications described below
affect the rights of holders of the Company’s common stock, par value $0.001 per share (“common stock”), which is registered
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| ● | The
authorized common stock was increased from 450,000,000 shares to 1,000,000,000 shares. The
Company’s authorized preferred stock, par value $0.001 per share, remains 1,000,000
shares, and the Series B Convertible Preferred Stock designated pursuant to the Certificate
of Designation filed with the Nevada Secretary of State on September 23, 2024 continues as
a series of the preferred stock authorized under the Second Amended and Restated Articles.
The increase does not change the terms of outstanding common stock but gives the Company
the ability to issue additional common stock, which could dilute the ownership and voting
interests of existing stockholders and may place downward pressure on the trading price of
the common stock. |
| | | |
| ● | Unlike
the Prior Articles,
the Second Amended and Restated Articles authorize the Company’s Board of Directors
to authorize and consummate a sale, lease or exchange of all or substantially all of the
Company’s property and assets without the vote, authorization, consent or approval
of stockholders, notwithstanding Section 78.565 or any other provision of Nevada law. This
provision may materially reduce or eliminate stockholders’ ability to approve or disapprove
a future transaction involving all or substantially all of the Company’s assets. |
| | | |
| ● | The
Prior Articles’
limitation of liability was expanded from directors to directors and officers, so that, to
the fullest extent permitted by Nevada law, no director or officer will be personally liable
to the Company or its stockholders for damages resulting from an act or failure to act in
that capacity. This change may make it more difficult for the Company or stockholders to
recover monetary damages from directors and officers. |
| | | |
| ● | The
Prior Articles
did not contain provisions relating to indemnification of directors, officers, employees,
and agents. The Second Amended and Restated Articles require indemnification, provide for
advancement of expenses upon receipt of an undertaking to repay if ultimately not entitled
to indemnification, permit the Company to purchase insurance for directors, officers, employees
and agents, and provide that those rights are non-exclusive. These provisions provide broader
charter-level protection and may require the Company to advance expenses or provide indemnification
in covered proceedings, while assisting with the recruitment and retention of qualified personnel. |
| | | |
| ● | The
Prior Articles
did not contain an exclusive forum provision. Under the Second Amended and Restated Articles,
certain derivative, fiduciary-duty, Nevada corporate statute, charter, bylaw and internal-affairs
claims must be brought exclusively in the Eighth Judicial District Court of Clark County,
Nevada, or, if that court lacks subject matter jurisdiction, another Nevada state court of
competent jurisdiction, unless the Company consents in writing to another forum. Claims under
the Securities Act of 1933, as amended, and the Exchange Act are excluded. This change may
reduce duplicative litigation and promote application of Nevada law, but may limit a stockholder’s
ability to bring covered claims in another forum. |
| ● | The
Prior Articles
did not contain an opt-out from Sections 78.378 through 78.3793 of the Nevada Revised Statutes.
Under the Second Amended and Restated Articles, the Company has elected not to be governed
by those provisions. This change removes statutory restrictions that could otherwise limit
voting rights of shares acquired in a control-share acquisition, which may facilitate acquisitions
of significant voting power but could reduce protections available to non-acquiring stockholders. |
| | | |
| ● | The
Prior Articles
did not contain a corporate opportunity waiver. Under the Second Amended and Restated Articles,
to the fullest extent permitted by Section 78.070(8) of the Nevada Revised Statutes, the
Company renounced any interest or expectancy in business opportunities presented to its stockholders,
directors, officers or their affiliates, subject to an exception for an opportunity offered
to a director or officer solely in that capacity that the Company is legally and contractually
permitted to undertake, would otherwise be reasonable for the Company to pursue, and that
the director or officer may refer to the Company without violating a legal obligation. This
change may limit the circumstances in which those persons or their affiliates must present
business opportunities to the Company, and could result in certain opportunities not being
offered to the Company. |
The
foregoing description of the Second Amended and Restated Articles is qualified in its entirety by reference to the full text of the Amended
Articles, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Second Amended and Restated Articles of Incorporation of Quality Industrial Corp. filed with the Secretary of State of the State of Nevada on October 2, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| Date:
October 5, 2026 |
QUALITY
INDUSTRIAL CORP. |
| |
|
| |
|
/s/
Carsten Kjems Falk |
| |
Name:
|
Carsten
Kjems Falk |
| |
Title:
|
Chief
Executive Officer |
