QTREX Announces Pricing of a $10 Million Private Placement of Ordinary Shares with a New Fundamental Institutional Investor

Rhea-AI Summary

QTREX Quantum (Nasdaq: QTEX) priced a $10 million private placement of 6,666,667 ordinary shares (or equivalents) with a new institutional investor. Closing is expected around June 1, 2026, with net proceeds earmarked for working capital, corporate purposes, commercialization of AME-based cryogenic interconnects, and R&D.

Positive

• Raises approximately $10 million in gross proceeds from private placement
• Brings in a new global institutional investor as shareholder
• Funds earmarked for working capital, commercialization, and R&D initiatives
• Placement supported by A.G.P./Alliance Global Partners as sole placement agent

Negative

• Issuance of 6,666,667 new ordinary shares implies shareholder dilution
• Securities initially unregistered, with resale dependent on future SEC registration statement

Market Context

This announcement details a $10M private placement of 6,666,667 ordinary shares (or equivalents) wit...

Analysis

This announcement details a $10M private placement of 6,666,667 ordinary shares (or equivalents) with a new institutional investor, with proceeds earmarked for working capital and general corporate uses. It adds to an existing capital framework that includes a $75M shelf registration and a prior $3.2M private placement in 2024. Investors may watch closing execution around June 1, 2026, subsequent registration of resale shares, and further financing activity.

Key Figures

Private placement size: $10 million Shares issued: 6,666,667 ordinary shares Expected closing date: June 1, 2026

3 metrics

Private placement size $10 million Gross proceeds before fees and expenses

Shares issued 6,666,667 ordinary shares Shares (or equivalents) sold in private placement

Expected closing date June 1, 2026 Target closing for private placement, subject to conditions

Previous Private placement Reports

1 past event · Latest: Dec 27 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Dec 27	Private placement financing	Negative	-6.2%	Announced $3.2M private placement with warrants for working capital needs.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The prior private placement on Dec 27, 2024 coincided with a -6.19% one-day drop, indicating historically negative share price reaction to equity financings.

Recent Company History

Over the past year, the company has previously used a private placement structure, raising $3.2M on Dec 27, 2024, which led to a -6.19% move the next day. That deal combined ordinary shares, pre-funded warrants, and warrants with defined exercise prices and terms, and proceeds were earmarked for working capital and general corporate purposes. Today’s larger $10M private placement follows the same capital-raising pattern and similar stated use of proceeds, providing historical context for how the market reacted to this financing type in the past.

Key Terms

private placement, securities purchase agreement, placement agent, Section 4(a)(2), +4 more

8 terms

private placement financial

"for the purchase and sale of 6,666,667 ordinary shares ... in a private placement."

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

securities purchase agreement financial

"announced that it has entered into a securities purchase agreement with a new fundamental"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

placement agent financial

"A.G.P./Alliance Global Partners is acting as sole placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

Section 4(a)(2) regulatory

"in reliance on an exemption from the registration requirement under Section 4(a)(2) of the"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Securities Act regulatory

"registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

registration statement regulatory

"agreed to file a registration statement with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

pre-funded warrants financial

"ordinary shares and ordinary shares underlying pre-funded warrants sold in the offering."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Nes Ziona, Israel, May 29, 2026 (GLOBE NEWSWIRE) -- QTREX Quantum Ltd. (Nasdaq: QTEX) ("QTREX" or the "Company") a developer of additively manufactured electronics ("AME") technologies for cryogenic interconnect and quantum hardware infrastructure, today announced that it has entered into a securities purchase agreement with a new fundamental institutional investor for the purchase and sale of 6,666,667 ordinary shares (or ordinary share equivalents in lieu thereof) in a private placement. The gross proceeds from the offering are expected to be approximately $10 million, before deducting placement agent fees and other estimated offering expenses.

The closing of the offering is expected to occur on or about June 1, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering for working capital and general corporate purposes.

“We are pleased to welcome a new global institutional investor at a pivotal moment in QTREX’s transformation into a quantum hardware infrastructure company,” said Dagi Ben-Noon, Chief Executive Officer of QTREX. “This financing strengthens our ability to accelerate the commercialization of our AME-based cryogenic interconnect platform, scale our newly acquired AME capabilities, and support research and development across quantum and other mission-critical hardware applications.”

A.G.P./Alliance Global Partners is acting as sole placement agent for the offering.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of a registration rights agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") covering the resale of the ordinary shares and ordinary shares underlying pre-funded warrants sold in the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About QTREX Quantum 
QTREX Quantum Ltd. (Nasdaq: QTEX) is a technology company focused on advanced connectivity and electronics manufacturing solutions for next-generation hardware markets. Following its acquisition of the AME platform, the Company is developing high-density, thermally optimized quantum connectivity solutions for dilution cryostats and advancing AME applications for defense, aerospace, missile, space, and other mission-critical environments. The company also continues to advance its medical technology portfolio, including respiratory support and blood monitoring platforms, while actively working to monetize certain parts of the medical business. For more information, please visit: q-trex.com and inspira-technologies.com.

Forward-Looking Statement Disclaimer
This press release contains express or implied forward-looking statements pursuant to U.S. Federal securities laws. These forward-looking statements are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. For example, the Company is using forward-looking statements when it discusses the expected closing of the transaction; the expected gross proceeds and their expected use; the transformation of the Company into a quantum hardware infrastructure company; the Company’s abilities to accelerate the commercialization of its AME-based cryogenic interconnect platform, scale its newly acquired AME capabilities, and support research and development across quantum and other mission- critical hardware application; and the anticipated filing of a registration statement covering the resale of the ordinary shares and ordinary shares underlying pre-funded warrants sold in the offering.. These forward-looking statements and their implications are based solely on the current expectations of the Company’s management and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC, which is available on the SEC’s website at www.sec.gov.

Company Contact
QTREX Quantum Ltd
Email: info@q-trex.com
Phone: +972-9-9664485

Investor Relations Contact:
Arx Investor Relations
North American Equities Desk
QTREX@arxhq.com

FAQ

What did QTREX Quantum (Nasdaq: QTEX) announce on May 29, 2026?

QTREX Quantum announced a private placement of 6,666,667 ordinary shares, expected to raise about $10 million in gross proceeds. According to QTREX, the financing involves a new fundamental institutional investor and is expected to close around June 1, 2026, subject to customary conditions.

How large is the QTEX $10 million private placement and how many shares are issued?

The private placement is expected to generate approximately $10 million in gross proceeds from 6,666,667 ordinary shares or equivalents. According to QTREX, this transaction occurs under a securities purchase agreement with a new institutional investor in a non-registered offering relying on Securities Act exemptions.

What will QTREX use the $10 million QTEX private placement proceeds for?

QTREX expects to use the net proceeds for working capital and general corporate purposes. According to QTREX, the funds should help accelerate commercialization of its AME-based cryogenic interconnect platform, scale newly acquired AME capabilities, and support research and development in quantum and mission-critical hardware.

When is the QTEX private placement expected to close and what are the conditions?

The private placement closing is expected on or about June 1, 2026, subject to customary closing conditions. According to QTREX, completion depends on these standard requirements being satisfied before the securities are issued to the new institutional investor.

How will the QTEX private placement affect existing QTREX shareholders?

The private placement will increase outstanding shares, which can dilute existing shareholders’ ownership percentages. According to QTREX, 6,666,667 ordinary shares or equivalents will be issued, while the raised capital is planned to support operations, commercialization, and R&D activities.

Are the new QTEX securities from the QTREX private placement registered with the SEC?

The securities are initially unregistered and issued under exemptions from Securities Act registration requirements. According to QTREX, the company entered a registration rights agreement and plans to file an SEC registration statement covering resale of the ordinary shares and shares underlying pre-funded warrants.

What role does A.G.P./Alliance Global Partners play in the QTEX $10 million offering?

A.G.P./Alliance Global Partners is acting as the sole placement agent for the QTREX private placement. According to QTREX, the agent is handling the transaction in which 6,666,667 ordinary shares or equivalents are sold to a new fundamental institutional investor.