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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 11, 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 11, 2026, Quality Industrial Corp., a Nevada corporation (the “Company”), filed a Certificate of Withdrawal of
Certificate of Designation (the “Certificate of Withdrawal”) with the Secretary of State of the State of Nevada to withdraw
the Certificate of Designation of Series A Preferred Stock that was originally filed on April 4, 2018 (the “Certificate of Designation”).
The Certificate of Designation created a series of preferred stock designated as Series A Preferred Stock, par value $0.001 (“Series
A Preferred Stock”). No shares of Series A Preferred Stock were outstanding at the time of the withdrawal. The withdrawal was authorized
by a resolution of the Company’s board of directors.
As
a result of the filing of the Certificate of Withdrawal, the Series A Preferred Stock is no longer a designated series of the Company’s
preferred stock, and all references to the Series A Preferred Stock in the Company’s charter documents are of no further force
or effect. The shares of preferred stock previously designated as Series A Preferred Stock have been returned to the status of authorized
but undesignated shares of preferred stock of the Company.
The
foregoing description of the Certificate of Withdrawal is qualified in its entirety by reference to the full text of the Certificate
of Withdrawal, 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 |
|
Certificate of Withdrawal of Certificate of Designation of Series A Preferred Stock, filed with the Secretary of State of the State of Nevada on September 11, 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:
September 15, 2026 |
QUALITY
INDUSTRIAL CORP. |
| |
|
| |
|
/s/
Carsten Kjems Falk |
| |
Name:
|
Carsten
Kjems Falk |
| |
Title:
|
Chief
Executive Officer |