AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): May 25, 2018
name of registrant as specified in charter)
or other jurisdiction
Conger Street, Eugene, OR 97402
of Principal Executive Offices) (Zip Code)
Telephone Number, Including Area Code)
Name or Former Address, If Changed Since Last Report)
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 (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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).
growth company [ ]
an emerging growth company, indicate by check mart 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. [ ]
Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than
statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing
capital for general working purposes, and (ii) other risks and in statements filed from time to time with the Securities and Exchange
Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or
on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany
the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking
statements to reflect events or circumstances after the date hereof.
7.01 Regulation FD Disclosure
May 23, 2018, Quest Solution, Inc. (the “Company”) issued a press release (the “Quarterly Press Release”)
announcing the Company’s continued progress on its Turnaround Plan and results of operations for the quarter ended March
31, 2018. A copy of the Quarterly Press Release is attached hereto and incorporated herein by reference in its entirety as Exhibit
May 22, 2018, the Company issued a press release announcing the successful development and installation of a state-of-the-art
Real Time Location System based on a new Bluetooth Low Energy beacon solution for Information Technology (IT) assets.
information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing
under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K
is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information
contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better
understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits
may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date
of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated
by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These
statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated
at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when
evaluating the information presented within.
9.01. Financial Statements and Exhibits.
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.
May 24, 2018
Shai S. Lustgarten|
President and CEO|