Quantum Cyber Files Audited and Reviewed Financial Statements and Pro Forma Financial Information for Bridgeport Manufacturing Acquisition

Rhea-AI Summary

Quantum Cyber (QUCY) filed audited Arcade financial statements and acquisition pro forma information for its $4.18 million cash purchase.

The amendment covers the completed purchase by subsidiary Quantum Drones of a Bridgeport manufacturing facility and the businesses of Arcade Technology and Arcade Realty. Audited combined statements cover 2024 and 2025 and carry an unqualified Haskell & White report with no going-concern qualification. Reviewed but unaudited interim statements cover the six-month periods ended June 30, 2025 and 2026; the acquisition pro forma information is also unaudited.

The price comprises $900,000 for business assets, $980,000 for inventory and $2.3 million for real property, before closing prorations. The preliminary allocation records no goodwill. Quantum Cyber used cash on hand, incurred no acquisition debt and assumed no acquired-business liabilities. Quantum Drones signed three-year employment agreements with former Arcade executives Steven Pepe and William Rhone at closing.

Positive

• Audited 2024 and 2025 statements carry an unqualified report with no going-concern qualification.
• $4.18 million acquisition was funded from cash on hand, with no debt incurred.
• No acquired-business liabilities were assumed by Quantum Cyber.
• Preliminary purchase price allocation records no residual goodwill.
• Three-year employment agreements retain former Arcade executives Steven Pepe and William Rhone.
• Arcade’s EIDL was repaid in full by Arcade; no encumbrance on the acquired personal property remains.

Negative

• $4.18 million in cash was used to purchase the business and real property.
• Interim financial statements were reviewed but not audited.
• Acquisition pro forma information is unaudited.
• Purchase price allocation remains preliminary.

News Explained

In its September 28, 2026 amendment, Quantum Cyber reports that Arcade repaid its SBA Economic Injury Disaster Loan in full from sale proceeds on July 16, 2026; no encumbrance remains on the acquired personal property.

Argus Sep 28 session 1 alert

-0.73% close to close 0.3x rel. volume Open Argus

Details

News Market Reaction – QUCY

$110.13M Mkt Cap at Peak Alert

On Sep 28, the day this news came out, QUCY closed 0.73% below the previous close.

Data tracked by StockTitan Argus for the Sep 28 session.

Key Figures

Aggregate purchase price: $4,180,000 Land allocation: $455,000 Building allocation: $1,845,000 +3 more

Aggregate purchase price

$4,180,000

All-cash transaction; before customary closing prorations

Land allocation

$455,000

Preliminary purchase price allocation

Building allocation

$1,845,000

Preliminary purchase price allocation

Machinery allocation

$366,000

Preliminary purchase price allocation

Inventory allocation

$980,000

Preliminary purchase price allocation

Identifiable intangible assets allocation

$534,000

Preliminary purchase price allocation

Previous Acquisition Reports

3 past events · Latest: Jul 16

Same Type 3 events

1. Jul 16

   Acquisition closing

   24h Move

   +3.4%

   Completed the $2.3 million real-property purchase as part of the Bridgeport acquisition.

2. Jun 29

   Acquisition agreement

   24h Move

   -1.8%

   Signed definitive agreements for a $3.2 million facility and equipment acquisition.

3. Jun 08

   Acquisition proposal

   24h Move

   -4.5%

   Proposed a $3.2 million Bridgeport facility and equipment purchase through an LOI.

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

Key Terms

form 8-k/a, pro forma, u.s. gaap, going-concern qualification, +2 more

6 terms

form 8-k/a regulatory

"an Amendment No. 1 on Form 8-K/A"

A Form 8-K/A is an amended current report filed with the U.S. Securities and Exchange Commission to correct, clarify or add information that was previously disclosed on a Form 8-K about a material corporate event. For investors it matters because it updates the official record—like an edited breaking-news bulletin—so market participants can reassess a company’s risks, valuation or legal exposure based on the most accurate, complete information.

pro forma financial

"the pro forma financial information required by Items 9.01(a) and (b)"

Pro forma refers to financial information that is prepared based on estimates or adjustments to show what a company's results might look like under certain scenarios, such as new projects or acquisitions. It helps investors understand the potential impact of future events by providing a clear, hypothetical view of financial performance, much like a weather forecast shows possible future conditions.

u.s. gaap financial

"The audit was conducted in accordance with U.S. GAAP."

U.S. GAAP is a set of rules and standards that companies in the United States follow to prepare their financial reports. It helps ensure that financial information is consistent and clear, so investors and others can compare and understand a company's financial health easily.

going-concern qualification financial

"The auditors’ report contains no going-concern qualification."

An auditor's statement that raises substantial doubt about a company's ability to continue operating for the foreseeable future (typically the next 12 months) without major changes such as refinancing, restructuring, or new cash inflows. It matters to investors because it signals heightened risk to the firm's earnings, assets and cash flow — similar to a mechanic warning that a car may not run much longer unless fixed — and can affect stock value, credit terms and investor confidence.

purchase price allocation financial

"The preliminary purchase price allocation reflects $455,000 to land"

Purchase price allocation is the accounting process that breaks down the total amount paid for an acquired business into specific pieces—like tangible assets, identifiable intangible assets (brands, patents, customer lists) and goodwill—based on their estimated fair values. Investors care because this breakdown affects future earnings, tax costs and reported asset values: higher allocations to amortizable intangibles or goodwill can change profit volatility, depreciation and potential impairment charges, similar to splitting a restaurant bill to see what you actually bought versus what you paid extra for goodwill.

goodwill financial

"with no residual goodwill"

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

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Independent Audit of Acquired Business Satisfies SEC Reporting Requirements Following Acquisition Closing; Purchase Price Allocation Reflects $4.18 Million All-Cash Transaction with No Goodwill and No Assumed Debt

Norwalk, CT, Sept. 28, 2026 (GLOBE NEWSWIRE) -- Quantum Cyber N.V. (Nasdaq: QUCY) (“Quantum Cyber” or the “Company”), a Nasdaq-listed autonomous defense technology company assembling an AI-powered System-of-Systems platform for drone warfare, counter-UAS, and border security applications, today announced that it has filed with the U.S. Securities and Exchange Commission an Amendment No. 1 on Form 8-K/A (the “Amendment”) to its Current Report on Form 8-K originally filed on July 16, 2026 in connection with the completion of the acquisition of the Bridgeport, Connecticut manufacturing facility by the Company’s wholly-owned subsidiary, Quantum Drones Corporation, and the associated operating business of Arcade Technology LLC and Arcade Realty LLC (together, “Arcade”).

The Amendment furnishes the historical financial statements of the acquired business and the pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which were permissibly omitted from the original Current Report at the time of closing.

Independent Audit of the Acquired Business
Included as Exhibit 99.1 to the Amendment are the audited combined financial statements of Arcade Technology LLC and Arcade Realty LLC as of and for the years ended December 31, 2025 and December 31, 2024, accompanied by an unqualified independent auditors’ report issued by Haskell & White LLP. The audit was conducted in accordance with U.S. GAAP. The auditors’ report contains no going-concern qualification.

Also, filed as Exhibit 99.2, are the unaudited interim combined financial statements of the acquired business as of June 30, 2026 and December 31, 2025, and for the six month periods ended June 30, 2026 and 2025, which have been reviewed, but not audited, by Haskell & White LLP in accordance with the applicable auditing standards for reviews of interim financial information.

The Company believes the filing of these financial statements provides independent, third-party validation of the underlying operating substance of the business acquired. As disclosed in the audited financial statements, the acquired business has operated as Arcade Metal Stamping since 1948, is ISO 9001:2015–certified, and serves a diversified customer base across end markets that include, among others, government and defense, automotive, electrical and electronics, medical, telecommunications, and transportation equipment, from an approximately 53,000-square-foot facility at 38 Union Avenue, Bridgeport, Connecticut.

Unaudited Pro Forma Financial Information
Filed as Exhibit 99.3 is the unaudited pro forma condensed combined financial information giving effect to the acquisition, prepared in accordance with Article 11 of Regulation S-X. As disclosed in the pro forma financial information:

• The aggregate purchase price for the business and the real property was $4,180,000, consisting of $900,000 for the business assets, $980,000 for inventory, and $2,300,000 for the real property, in each case before customary closing prorations.
• The transaction was funded entirely from cash on hand. No debt was incurred in connection with the acquisition, and no liabilities of the acquired business were assumed by the Company.
• The preliminary purchase price allocation reflects $455,000 to land, $1,845,000 to building, $366,000 to machinery, $980,000 to inventory, and $534,000 to identifiable intangible assets, with no residual goodwill.
• The Small Business Administration Economic Injury Disaster Loan (EIDL) of Arcade, which was not assumed by the Company, was repaid in full by Arcade on July 16, 2026 using proceeds of the sale, and no encumbrance on the acquired personal property remains outstanding.

Retention of Seller Principals
As previously disclosed and reaffirmed in the audited financial statements, at closing, Quantum Drones Corporation entered into three-year employment agreements, each with non-compete covenants, with Steven Pepe, the former Chief Executive Officer and Member of Arcade, and William Rhone, the former Chief Financial Officer and Member of Arcade. The retention of the acquired business’s founding operators is intended to preserve customer relationships, tooling know-how, and manufacturing continuity as the facility is integrated into the Company’s domestic autonomous defense manufacturing platform.

Management Commentary
“When we announced this acquisition, we told shareholders we were buying a real, cash-generating American manufacturing business — not a shell, not a concept, not a pilot line — and that we were doing it clean, with cash, with no assumed debt, and with the operators staying on,” said David Lazar, Chief Executive Officer of Quantum Cyber. “Today’s filing puts audited numbers behind that description. We believe the audit report, the pro forma information, and the purchase price allocation together speak to the substance of what we acquired and to the discipline of how we acquired it.”

Availability of the Filing
The Form 8-K/A, including the audited historical financial statements filed as Exhibit 99.1, the unaudited interim historical financial statements filed as Exhibit 99.2, and the unaudited pro forma condensed combined financial information filed as Exhibit 99.3, is available on the SEC’s website at www.sec.gov and on the Investors section of the Company’s website at www.quantum-cyber.ai.

About Quantum Drones Corporation
Quantum Drones Corporation is a wholly owned Nevada-incorporated subsidiary of Quantum Cyber N.V. established to serve as the operational vehicle for the Company’s domestic defense technology programs and U.S. government procurement activities.

About Quantum Cyber N.V.
Quantum Cyber N.V. (Nasdaq: QUCY) is assembling an AI-powered, quantum-accelerated System-of-Systems autonomous defense platform that integrates drone warfare, counter-UAS, autonomous naval mine countermeasures, EMP shielding, anti-drone ammunition, command-and-control, and quantum antenna applications under a single Nasdaq-listed company. The Company acquires, licenses, and develops combat-proven autonomous technologies, deploying them as a coordinated, multi-domain portfolio across air, land, and sea. For more information, visit www.quantum-cyber.ai.

Forward-Looking Statements
Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “intend,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements relate to, among other things, the preliminary nature of the purchase price allocation and the potential for adjustments to that allocation; the Company’s ability to integrate and operate the acquired Bridgeport facility and business; the retention of acquired personnel, customers, and supplier relationships; the Company’s strategic transition to a vertically integrated autonomous defense manufacturer; and the Company’s ability to pursue U.S. government contracts and homeland security programs. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties, including that the purchase price allocation reflected in the pro forma financial information is preliminary and subject to change as additional information is obtained and analyses are finalized. Actual results may differ materially. Additional information concerning these and other factors may be found in the Company’s filings with the SEC, including its Annual Report on Form 10-K filed on March 31, 2026, its Quarterly Report on Form 10-Q filed on May 15, 2026, its Quarterly Report on Form 10-Q filed on August 14, 2026, and its subsequent filings with the SEC. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov. Any forward-looking statement made by the Company in this press release is based only on information currently available and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did Quantum Cyber allocate the Arcade acquisition price?

The preliminary purchase price allocation assigns $455,000 to land, $1,845,000 to the building, $366,000 to machinery, $980,000 to inventory and $534,000 to identifiable intangible assets. It records no residual goodwill.

What happened to Arcade’s EIDL after Quantum Cyber acquired the business?

Arcade repaid its Small Business Administration Economic Injury Disaster Loan in full on July 16, 2026, using proceeds of the sale. Quantum Cyber did not assume the loan, and no encumbrance on the acquired personal property remains outstanding.