Quantum Cyber lifts ATM equity limit to $100M

Quantum Cyber N.V. amended its Equity Distribution Agreement with Maxim Group LLC to raise the capacity of its at-the-market share offering program from $10,000,000 to up to $100,000,000 of ordinary shares.

Rhea-AI Filing Summary

Quantum Cyber N.V. amended its Equity Distribution Agreement with Maxim Group LLC to raise the capacity of its at-the-market share offering program from $10,000,000 to up to $100,000,000 of ordinary shares.

The company also entered into a Consulting Agreement with Chief Financial Officer William Caragol, effective April 22, 2026. He will provide chief financial officer-level financial and accounting services for a monthly retainer of $20,000, with potential stock or option grants under the 2025 Omnibus Stock Plan at the board’s discretion. The consulting term runs through August 31, 2026 and may continue month to month, and either party can terminate with 30 days’ written notice.

Insights

Capital markets and governance analyst

Quantum Cyber expands ATM capacity and shifts CFO to consulting role.

Quantum Cyber N.V. increased its at-the-market equity program limit from $10,000,000 to up to $100,000,000 through an amended Equity Distribution Agreement with Maxim Group. This significantly enlarges the potential scale of future ordinary share issuances under the existing framework.

Separately, the company formalized a Consulting Agreement with Chief Financial Officer William Caragol, effective April 22, 2026. He will continue performing CFO-level financial and accounting functions for a monthly retainer of $20,000, with possible equity-based compensation under the 2025 Omnibus Stock Plan. The arrangement runs through August 31, 2026 with month-to-month extensions and 30-day termination rights, providing flexibility for both parties while maintaining continuity in finance leadership.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM capacity after amendment: $100,000,000 ordinary shares Prior ATM capacity: $10,000,000 ordinary shares CFO consulting retainer: $20,000 per month +2 more

5 metrics

ATM capacity after amendment $100,000,000 ordinary shares Aggregate amount under Equity Distribution Agreement after Amendment No. 1

Prior ATM capacity $10,000,000 ordinary shares Aggregate amount under original Equity Distribution Agreement

CFO consulting retainer $20,000 per month Monthly fee to William Caragol for CFO-level services

Consulting term end date August 31, 2026 Initial term of Caragol Consulting Agreement

Consulting effective date April 22, 2026 Effective date of Caragol Consulting Agreement

Key Terms

Equity Distribution Agreement, Amendment No. 1, at-the-market, Consulting Agreement, +1 more

5 terms

Equity Distribution Agreement financial

"amends that certain Equity Distribution Agreement, dated as of October 3, 2025"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

Amendment No. 1 regulatory

"entered into that certain Amendment No. 1 to Equity Distribution Agreement"

at-the-market financial

"which can be sold by Sales Agent under the Sales Agreement"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

Consulting Agreement financial

"the Company entered into a Consulting Agreement with William Caragol"

2025 Omnibus Stock Plan financial

"option grants from the Company’s 2025 Omnibus Stock Plan at the discretion"

FAQ

How much stock can Quantum Cyber N.V. now sell under its ATM program?

Quantum Cyber N.V. increased its at-the-market equity program capacity from $10,000,000 to up to $100,000,000 of ordinary shares. This change comes through Amendment No. 1 to its Equity Distribution Agreement with Maxim Group LLC, dated May 4, 2026.

What did Quantum Cyber N.V. change in its Equity Distribution Agreement?

Quantum Cyber N.V. executed Amendment No. 1 to its Equity Distribution Agreement with Maxim Group LLC. The amendment raises the aggregate amount of ordinary shares that may be sold under the agreement from $10,000,000 to up to $100,000,000, expanding potential future issuance capacity.

What are the key terms of William Caragol’s Consulting Agreement with Quantum Cyber N.V.?

Under the Consulting Agreement, Chief Financial Officer William Caragol provides financial and accounting services typical of a public-company CFO for a monthly retainer of $20,000. The agreement also allows potential stock or option grants under the 2025 Omnibus Stock Plan at the board’s discretion.

How long does the Consulting Agreement with Quantum Cyber’s CFO last?

The Consulting Agreement with CFO William Caragol is effective from April 22, 2026 through August 31, 2026. After that date, it may continue on a monthly basis if both Mr. Caragol and the company agree to extend the arrangement.

Can the Consulting Agreement between Quantum Cyber N.V. and William Caragol be terminated early?

Yes. The Consulting Agreement allows either Quantum Cyber N.V. or William Caragol to terminate the arrangement at any time with 30 days’ written notice. The agreement also includes customary provisions on confidentiality, non-competition, indemnification, and non-disparagement.

Does Quantum Cyber N.V. plan any equity compensation for its CFO consultant?

The Consulting Agreement states that William Caragol may receive consultant stock or option grants under Quantum Cyber N.V.’s 2025 Omnibus Stock Plan. Any such equity awards would be at the discretion of the company’s Board of Directors, rather than automatic.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:05 PM Learn about SEC filing dates

false 0001874252 00-0000000 0001874252 2026-05-04 2026-05-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

Quantum Cyber N.V.

(Exact Name of Registrant as Specified in its Charter)

The Netherlands		001-41010		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1501 Belvedere Road Suite 500, West Palm Beach, FL 33406

(Address of Principal Executive Offices) (Zip Code)

+1 (561) 562-4111

(Registrant’s telephone number, including area code)

Check 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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Ordinary Shares, nominal value €0.01 per share		QUCY		Nasdaq Capital Market

Indicate 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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark 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. ☐

Item 1.01 Entry into a Material Definitive Agreement

On May 4, 2026, Quantum Cyber N.V. (the “Company”) entered into that certain Amendment No. 1 to Equity Distribution Agreement (“Amendment No. 1”) with Maxim Group LLC (the “Sales Agent”), which amends that certain Equity Distribution Agreement, dated as of October 3, 2025, between the Company and Sales Agent (the “Original Agreement” and, together with Amendment No. 1, the “Sales Agreement”). Pursuant to the Amendment No. 1, the aggregate offering amount of Company’s ordinary shares, nominal value €0.01 per share, which can be sold by Sales Agent under the Sales Agreement, was increased from up to $10,000,000 to up to $100,000,000.

The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, which is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 4, 2026, the Company entered into a Consulting Agreement with William Caragol, the Chief Financial Officer of the Company (the “Caragol Consulting Agreement”), effective as of April 22, 2026 (the “Caragol Effective Date”). Pursuant to the terms of the Caragol Consulting Agreement, Mr. Caragol will provide financial and accounting services customarily performed by the chief financial officer of a publicly traded company. As consideration for such services rendered, the Company will pay Mr. Caragol a monthly retainer of $20,000, and Mr. Caragol may be granted consultant stock or option grants from the Company’s 2025 Omnibus Stock Plan at the discretion of the Company’s Board of Directors. The term of the Caragol Consulting Agreement shall be from the Caragol Effective Date until August 31, 2026, at which time the Caragol Consulting Agreement may continue on a monthly basis at the mutual agreement of Mr. Caragol and the Company. The Caragol Consulting Agreement may be terminated by either party at any time upon 30 days’ written notice. The Caragol Consulting Agreement also contains certain customary provisions regarding confidentiality, non-competition, indemnification, non-disparagement.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed hereto as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit
10.1		Amendment No. 1 to Equity Distribution Agreement, by and among Quantum Cyber N.V. and Maxim Group LLC, dated May 4, 2026.
10.2		Consulting Agreement, by and between William Caragol and Quantum Cyber N.V., dated May 4, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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 hereunto duly authorized.

	Quantum Cyber N.V.
	By:	/s/ William Caragol
	Name:	William Caragol
	Title:	Chief Financial Officer
Dated: May 8, 2026

2

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT, BY AND AMONG QUANTUM CYBER N.V 9.4 KB
• EX-10.2 CONSULTING AGREEMENT, BY AND BETWEEN WILLIAM CARAGOL AND QUANTUM CYBER N.V., DAT 54.4 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB