QTREX (Nasdaq: QTEX) prices $10M private placement and pre-funded warrants

Rhea-AI Filing Summary

QTREX Quantum Ltd. has raised $10 million in a private placement with a single institutional investor. The company is issuing 3,895,000 ordinary shares at $1.50 per share and pre-funded warrants for 2,771,667 shares at $1.4999 each, exercisable at $0.0001 per share. The deal closed on June 1, 2026 and the company plans to use the net proceeds for working capital and general corporate purposes.

The investor’s stake is capped by a 9.99% beneficial ownership limitation, with pre-funded warrants used to avoid exceeding that level. QTREX agreed not to issue additional ordinary shares or equivalents for 30 days after closing, subject to exceptions. A.G.P./Alliance Global Partners acted as exclusive placement agent, earning a 7.0% cash fee plus up to $50,000 in reimbursed expenses and $12,500 in non-accountable expenses.

Under a Registration Rights Agreement, QTREX must file a resale registration statement on Form F-3 (or another available form) within 5 trading days to cover the ordinary shares and shares underlying the pre-funded warrants, and use commercially reasonable efforts to have it declared effective within specified timeframes.

Insights

Capital markets analyst

QTREX secures $10M via single-investor private placement with attached registration rights.

QTREX Quantum Ltd. completed a $10 million private placement, selling ordinary shares and pre-funded warrants to one institutional investor. Pricing at $1.50 per share and $1.4999 per pre-funded warrant suggests equity-like economics, with warrants structured mainly to manage the 9.99% ownership cap.

The transaction provides fresh cash for working capital and general corporate purposes while introducing a new institutional holder. A.G.P./Alliance Global Partners receives a 7.0% fee plus capped expenses, which modestly reduces net proceeds but is typical for a small-cap private deal. A 30-day restriction on new issuances limits additional near-term equity raises.

Registration rights require QTREX to file a Form F-3 resale registration within 5 trading days and target effectiveness within 30–60 days, enabling the investor to resell securities once effective. The overall impact balances added liquidity for the company against potential future share overhang from registered resale, with significance depending on the company’s existing market capitalization, which is not detailed here.

Key Figures

Ordinary shares sold: 3,895,000 shares Pre-funded warrants: 2,771,667 warrants Share offering price: $1.50 per share +5 more

8 metrics

Ordinary shares sold 3,895,000 shares Private placement to single institutional investor

Pre-funded warrants 2,771,667 warrants Warrants to purchase ordinary shares

Share offering price $1.50 per share Ordinary shares in the offering

Pre-funded warrant price $1.4999 per warrant Issue price in private placement

Warrant exercise price $0.0001 per share Exercise price of pre-funded warrants

Gross proceeds $10 million Total gross proceeds from offering

Placement agent fee 7.0% cash fee Fee to A.G.P./Alliance Global Partners

Beneficial ownership limit 9.99% Investor cap on outstanding share capital

Key Terms

Pre-Funded Warrants, Registration Rights Agreement, beneficial ownership limitation, Section 4(a)(2), +2 more

6 terms

Pre-Funded Warrants financial

"pre-funded warrants to acquire up to 2,771,667 Ordinary Shares (the “Pre-Funded Warrants”) at an offering price of $1.4999"

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.

Registration Rights Agreement regulatory

"entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

beneficial ownership limitation financial

"subject to the beneficial ownership limitation described above"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Section 4(a)(2) regulatory

"offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act"

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

"and/or Regulation D promulgated thereunder"

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.

Form F-3 regulatory

"file a registration statement on Form F-3 (or any other available form)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

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Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of June 2026

Commission File Number: 001-40303

Qtrex Quantum. Ltd.

(Translation of registrant’s name into English)

2 Ha-Tidhar St.

Ra’anana 4366504, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F      ☐ Form 40-F

CONTENTS

On May 29, 2026, Qtrex Quantum Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with a single institutional investor (the “Purchaser”). Pursuant to the Purchase Agreement, the Company agreed to issue and sell, in a private placement offering by the Company directly to the Purchaser (the “Offering”): (i) 3,895,000 of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), at an offering price of $1.50 per share; and (ii) pre-funded warrants to acquire up to 2,771,667 Ordinary Shares (the “Pre-Funded Warrants”) at an offering price of $1.4999 per Pre-Funded Warrant.

The Pre-Funded Warrants were sold to the Purchaser, whose purchase of Ordinary Shares in the Offering would otherwise have resulted in the Purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of the outstanding share capital of the Company following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase one Ordinary Share at an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full (subject to the beneficial ownership limitation described above).

The Offering resulted in gross proceeds to the Company of $10 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on June 1, 2026, following the satisfaction of customary closing conditions.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions for closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. In addition, Pursuant to the Purchase Agreement, the Company nor any subsidiary has agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Share equivalents, or file any registration statement or any amendment or supplement thereto, for a period of 30 days after the closing of the Offering, subject to certain exceptions.

The Registration Rights Agreement requires the Company to file a registration statement on Form F-3 (or any other available form), as soon as practicable (and in any event within 5 trading days of the date of the Registration Rights Agreement), to register the Ordinary Shares and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and to use commercially reasonable efforts to cause such registration statement to become effective within 30 calendar days (or within 45 calendar days or 60 calendar days of the date of the Registration Rights Agreement in the event of a limited review or a full review, respectively, by the Commission), and to keep such registration statement effective as provided in the Registration Rights Agreement.

The Ordinary Shares and the Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

 On May 29, 2026, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent as the exclusive placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a placement agent fee in cash equal to seven percent (7.0%). The Company agreed to reimburse the Placement Agent at closing for legal and other expenses incurred by them in connection with the offering in an amount not to exceed $50,000, and to pay non-accountable expenses in the amount of $12,500.

1

The foregoing summaries of the Purchase Agreement, the Registration Rights Agreement, the Placement Agency Agreement and the Pre-Funded Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1, 10.2, 10.3 and 4.1, respectively, hereto and incorporated by reference herein.

A copy of the press release related to the Offering entitled “QTREX Announces Pricing of a $10 Million Private Placement of Ordinary Shares with a New Fundamental Institutional Investor” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This 6-K is incorporated by reference into the Company’s Registration Statements on Form  F-3 (Registration Nos. 333-284308 and 333-289324) and Form S-8 (Registration Nos. 333-259057, 333-277980, 333-285565, 333-290162 and 333-292592), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
10.1		Form of Securities Purchase Agreement, dated as of May 29, 2026, by and between the Company and the purchaser party thereto.
10.2		Form of Registration Rights Agreement, dated as of May 29, 2026, by and between the Company and the purchaser party thereto.
10.3		Placement Agency Agreement, dated as of May 29, 2026, by and between the Company and A.G.P./Alliance Global Partners.
99.1		Press Release issued by Qtrex Quantum Ltd. on May 29, 2026, titled “QTREX Announces Pricing of a $10 Million Private Placement of Ordinary Shares with a New Fundamental Institutional Investor.”

2

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.

	Qtrex Quantum. Ltd.
Date: June 1, 2026	By:	/s/ Dagi Ben-Noon
		Name:	Dagi Ben-Noon
		Title:	Chief Executive Officer

3

Exhibit 99.1

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

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. Inspira 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: www.q-trex.com and www.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

FAQ

What capital did QTREX Quantum (IINN/QTEX) raise in the June 2026 private placement?

QTREX Quantum raised approximately $10 million in gross proceeds through a private placement. It sold 3,895,000 ordinary shares and pre-funded warrants for 2,771,667 shares to a single institutional investor at prices near $1.50 per share or warrant.

How many QTREX Quantum shares and warrants were issued in this private placement?

QTREX Quantum agreed to issue 3,895,000 ordinary shares at $1.50 each and pre-funded warrants to buy 2,771,667 ordinary shares at $1.4999 per warrant, with each warrant exercisable at $0.0001 per share.

What is the investor ownership limit in QTREX Quantum’s June 2026 financing?

The investor is subject to a 9.99% beneficial ownership limitation of QTREX Quantum’s outstanding share capital. Pre-funded warrants were used so the investor’s immediate ordinary share holdings would not exceed this threshold after the transaction closed.

How will QTREX Quantum use the $10 million raised in the private placement?

QTREX Quantum expects to use the $10 million in gross proceeds for working capital and general corporate purposes. This typically includes funding operations, growth initiatives, and other routine corporate needs as determined by management.

What fees did QTREX Quantum agree to pay the placement agent for this deal?

QTREX Quantum agreed to pay A.G.P./Alliance Global Partners a 7.0% cash placement fee on the offering. The company will also reimburse up to $50,000 of expenses and pay $12,500 in non-accountable expenses related to the transaction.

What registration obligations did QTREX Quantum undertake for the new securities?

Under a Registration Rights Agreement, QTREX Quantum must file a Form F-3 registration statement within five trading days to cover resales of the ordinary shares and shares underlying pre-funded warrants, and use commercially reasonable efforts to have it declared effective within specified timeframes.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 8.5 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 209.6 KB
• EX-10.2 EXHIBIT 10.2 125.9 KB
• EX-10.3 EXHIBIT 10.3 42.4 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 88.0 KB