{"url_path":"/sec/qind/8-k/2026-07-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1393781/0001493152-26-033297-index.html","accession_number":"0001493152-26-033297","cik":"0001393781","ticker":"QIND","issuer_name":"Quality Industrial Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1393781/0001493152-26-033297-index.html","primary_entity_key":"0001393781","primary_entity_name":"Quality Industrial Corp."},"word_count":1362,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJuly 10, 2026, Quality Industrial Corp., a Nevada corporation (the “Company”), entered into a Promissory Note & Loan\nModification and Forbearance Agreement, dated as of July 10, 2026 (the “Forbearance Agreement”), with RB Capital Partners,\nInc., a California corporation (the “Holder”). The Forbearance Agreement relates to (i) a Convertible Promissory Note, dated\nAugust 3, 2022, issued by the Company to the Holder in the original principal amount of $1,100,000 (the “First Note”), and\n(ii) a Convertible Promissory Note dated March 17, 2023, issued by the Company to the Holder in the original principal amount of $200,000\n(the “Second Note” and, together with the First Note, the “Notes”). Each of the Notes bears interest at a rate\nof 7% per annum, has an original term of 24 months, and permits voluntary conversion of principal into shares of the Company’s\ncommon stock at a conversion price of $1.00 per share, subject to the terms and limitations set forth in the Notes. Both Notes matured\nprior to the date of the Forbearance Agreement. The Forbearance Agreement provides that, as of June 30, 2026, the aggregate amount outstanding\nunder the Notes was $1,587,439.64.\n\n \n\nPursuant\nto the Forbearance Agreement, the Company is required to pay the Holder an aggregate amount of $1,675,000 (the “Payment Amount”).\nThe Forbearance Agreement provides that the Payment Amount will be paid in 19 monthly installments commencing on July 30, 2026 and ending\non January 15, 2028. Specifically, the Company is required to make the following monthly payments, in chronological order: four payments\nof $25,000; three payments of $50,000; three payments of $75,000; four payments of $100,000; three payments of $150,000; and two payments\nof $175,000. The Forbearance Agreement further provides that the Payment Amount includes all accrued interest on the outstanding obligations\nunder the Notes through the end of the term of such installment schedule. No additional interest will accrue on the Payment Amount so\nlong as no default has occurred and is continuing under the Forbearance Agreement. If the Company timely pays in full each of the first\n18 installments and no default has occurred or is continuing, the Holder will apply a timely payment discount of $30,000 (“Timely\nPayment Discount”), reducing the final installment due on January 15, 2028, from $175,000 to $145,000. The Company may prepay all\nor any portion of the Payment Amount at any time, without premium or penalty. Any prepayment will be applied to the remaining scheduled\ninstallments in reverse chronological order unless the Company directs otherwise, and the Timely Payment Discount may apply to a full\nprepayment if the conditions set forth in the Forbearance Agreement are satisfied.\n\n \n\nPursuant\nto the Forbearance Agreement, the Holder is required to forbear from exercising its rights and remedies under the Notes during a forbearance\nperiod (“Forbearance Period”) ending on the earliest of (i) March 1, 2028, (ii) the occurrence of an uncured default under\nthe Forbearance Agreement, or (iii) the effective date of a written agreement of the parties to terminate the forbearance period. Pursuant\nto the Forbearance Agreement, the term of the Notes was extended to March 1, 2028.\n\n \n\nSubject\nto the expiration of applicable cure and grace periods, a default will occur under the Forbearance Agreement if, among other things,\nthe Company fails to make any installment payment by the applicable payment date and the expiration of the applicable grace period; another\ndefault occurs under the Notes, other than any default existing as of the date of the Forbearance Agreement; the Company dissolves, divides,\nceases to exist, revokes or purports to terminate its liability under any Note, challenges the validity or enforceability of any Note,\nor denies any further liability or obligations thereunder; the Company becomes subject to bankruptcy, insolvency, receivership, assignment\nfor the benefit of creditors or similar proceedings; the Company ceases to conduct business in the ordinary course; a tax lien, warrant\nor levy is imposed on the Company; or any representation or warranty of the Company in the Forbearance Agreement is false, misleading\nor incorrect in any material respect when made.\n\n \n\nThe\nForbearance Agreement provides for a grace period of 10 business days following each date that an installment payment of the Payment\nAmount is due, and an additional 10-calendar-day cure period following written notice of default, before the Holder may exercise remedies.\nUpon a default under the Forbearance Agreement and the expiration of all applicable grace and cure periods, the following remedies under\nthe Forbearance Agreement will become available to the Holder: (a) the Forbearance Period will immediately and automatically cease without\nnotice to or action by any party and the full unpaid portion of the Payment Amount will immediately be due in full, (b) interest will\naccrue on the unpaid portion at a rate of 5% per annum, (c) subject to the election requirement described below, the Holder will be entitled\nto exercise any or all its rights and remedies under the Notes, the Forbearance Agreement, and any other documents executed in connection\nwith or related to the Forbearance Agreement or the Notes, or applicable law, and (d) any obligation of Holder to make advances or otherwise\nextend credit to the Company will immediately and automatically terminate, without notice to or action by any party. The Forbearance\nAgreement requires the Holder, following an uncured default, to elect remedies under either the Forbearance Agreement or the Notes, but\nnot both simultaneously. If the Holder fails to provide timely notice of its election, it will be deemed to have elected remedies under\nthe Forbearance Agreement. An election, once made or deemed made, will be irrevocable. The Forbearance Agreement provides that if the\nHolder elects remedies under the Notes, none of the remedies described above will be available (other than the Holder’s right to\nretain all payments previously received under the Forbearance Agreement), and prior payments under the Forbearance Agreement will be\ncredited against amounts owed under the Notes. The Company will not be required to pay more in the aggregate under the Forbearance Agreement\nand the Notes than the total amount that would have been due under the Notes absent the Forbearance Agreement.\n\n \n\n \n\n \n\n \n\nThe\nForbearance Agreement contains mutual releases of claims relating to the Notes. The Company’s release is effective as of the date\nof the Forbearance Agreement, and the Holder’s release will become effective upon the Company’s payment of the Payment Amount\nin full. Upon payment in full of the Payment Amount (less any applicable Timely Payment Discount), all obligations of the Company under\nthe Notes and the Forbearance Agreement will be deemed fully satisfied, discharged, and extinguished. In addition, the Forbearance Agreement\ncontains covenants not to sue relating to released claims, with the Company’s covenant effective as of the date of the Forbearance\nAgreement and the Holder’s covenant effective upon payment in full of the Payment Amount, less any applicable Timely Payment Discount.\n\n \n\nThe\nForbearance Agreement provides that except as expressly modified by the Forbearance Agreement, the Notes will remain in full force and\neffect, and the Forbearance Agreement does not constitute a novation or accord and satisfaction of the indebtedness outstanding under\nthe Notes.\n\n \n\nThe\nHolder’s conversion right under the Notes was expressly reserved under the Forbearance Agreement. The Holder may exercise its right\nto convert principal into shares of the Company’s common stock at a conversion price of $1.00 per share at any time in accordance\nwith the terms of the Notes, including certain beneficial ownership limitations and other provisions of the Notes, in which case the\nprincipal amount so converted will reduce the Payment Amount on a dollar-for-dollar basis and the remaining scheduled installments will\nbe reduced in reverse chronological order.\n\n \n\nThe\nForbearance Agreement is governed by the laws of the State of California.\n\n \n\nOther\nthan the Holder’s ownership of the Notes and the parties’ rights and obligations under the Notes and the Forbearance Agreement,\nthe Company is not aware of any material relationship between the Company or its affiliates and the Holder.\n\n \n\nA\ncopy of the Forbearance Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description above is qualified\nin its entirety by reference to the full text of such exhibit."}