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Genesis AI Corp. (QGAI) secures CEO ibuprofen enzyme patent rights

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8-K

Rhea-AI Filing Summary

Quantum Genesis AI Corp. entered into a confirmatory Intellectual Property Assignment Agreement with its Chief Executive Officer, Naveen Kulkarni, on April 9, 2026. The CEO assigned to the company all rights in U.S. Patent Application Publication No. US20250146029A1, covering modified polypeptides for enzymatic synthesis of ibuprofen, together with related current and future intellectual property rights.

The assignment is effective as of November 2, 2023 and is intended to formalize rights the company previously acquired under a February 21, 2023 Asset Purchase Agreement. To reflect this formalization, the company will amend its Form 10-K for the year ended July 31, 2025 and its Form 10-Qs for the quarters ended October 31, 2025 and January 31, 2026 to update disclosures relating to the patent application and any resulting patent.

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Insights

Company formalizes key patent rights with CEO and updates past filings.

Quantum Genesis AI Corp. has executed an Intellectual Property Assignment Agreement with CEO Naveen Kulkarni, transferring all rights in patent application US20250146029A1 and related intellectual property to the company, effective from the patent’s filing date of November 2, 2023.

This agreement confirms and documents ownership the company previously sought to acquire under a February 21, 2023 Asset Purchase Agreement. By backdating effectiveness to the patent filing date, the structure aligns legal ownership with the period in which the technology was being developed and protected.

The company will amend its Form 10-K for the year ended July 31, 2025 and Form 10-Qs for the quarters ended October 31, 2025 and January 31, 2026 to update disclosures. These amendments focus on clarifying intellectual property rights rather than changing reported financial results, based on the information provided.

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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Patent application number US20250146029A1 U.S. Patent Application on modified polypeptides for ibuprofen synthesis
Patent filing date November 2, 2023 Effective date of the intellectual property assignment
Asset Purchase Agreement date February 21, 2023 Earlier agreement under which IP rights were previously acquired
IP Assignment Agreement date April 9, 2026 Date the confirmatory Intellectual Property Assignment Agreement was executed
Fiscal year end July 31, 2025 Year-end for the Form 10-K being amended
Quarter ends for amended 10-Qs October 31, 2025 and January 31, 2026 Periods for which Form 10-Qs will be updated
Intellectual Property Assignment Agreement financial
"entered into a confirmatory Intellectual Property Assignment Agreement (the “Assignment Agreement”)"
Asset Purchase Agreement financial
"previously acquired by the Company pursuant to that certain Asset Purchase Agreement, dated February 21, 2023"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
Patent Application technical
"all right, title, and interest in and to U.S. Patent Application Publication No. US20250146029A1"
A patent application is a formal request filed with a government office asking for legal rights to an invention or process; it describes the idea in detail and asks for exclusive control over its commercial use. For investors, a pending application is like a company staking a claim on a potentially valuable product—it can signal future market protection and revenue but offers no guaranteed monopoly until the patent is actually granted.
U.S. Patent Application Publication technical
"U.S. Patent Application Publication No. US20250146029A1 titled “Modified Polypeptides for Enzymatic Synthesis of Ibuprofen”"
Annual Report on Form 10-K regulatory
"filing an amendment to its Annual Report on Form 10-K for the fiscal year ended July 31, 2025"
An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.
Quarterly Reports on Form 10-Q regulatory
"amendments to its Quarterly Reports on Form 10-Q for the periods ended October 31, 2025 and January 31, 2026"
Understanding 8-K Material Events →

 

 

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): April 15, 2026

 

QUANTUM GENESIS AI CORP.

 (Exact name of registrant as specified in its charter)

 

Nevada

 

000-56725

 

N/A

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification Number)

 

15656 Bernardo Center Drive Suite 801

San Diego, CA 92127

Tel.: 858-216-7676

 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

 

Quantumzyme Corp.

(Former name or former address,

if changed since last report.)

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

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)) 

 

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 ☒

 

 

 

 

 

Quantum Genesis AI Corp.

Form 8-K

Current Report

 

Item 1.01 – Entry into a Material Definitive Agreement

 

On April 9, 2026, Quantum Genesis AI Corp. (the “Company”) entered into a confirmatory Intellectual Property Assignment Agreement (the “Assignment Agreement”) with Naveen Kulkarni, the Company’s Chief Executive Officer (the “Assignor”).

 

Pursuant to the Assignment Agreement, the Assignor assigned to the Company all right, title, and interest in and to U.S. Patent Application Publication No. US20250146029A1 titled “Modified Polypeptides for Enzymatic Synthesis of Ibuprofen,” filed on November 2, 2023 and published on May 8, 2025 (the “Patent Application”), together with all related intellectual property rights, including, without limitation, all continuations, divisionals, reissues, extensions, foreign counterparts, and all rights to enforce and recover for past, present, and future infringement.

 

The Assignment Agreement was entered into to formalize and document intellectual property rights previously acquired by the Company pursuant to that certain Asset Purchase Agreement, dated February 21, 2023, between the Company and the Assignor (the “APA”). The Assignment Agreement provides that the assignment is effective as of November 2, 2023, the filing date of the Patent Application, consistent with the parties’ intent under the APA and the Company’s prior acquisition of such intellectual property rights.

 

The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01 – Other Events

 

In connection with the execution of the Assignment Agreement, the Company is filing an amendment to its Annual Report on Form 10-K for the fiscal year ended July 31, 2025, as well as amendments to its Quarterly Reports on Form 10-Q for the periods ended October 31, 2025 and January 31, 2026, to update certain disclosures relating to the Patent Application (and any resulting issued patent) and to reflect the formalization of the Company’s intellectual property rights.

 

Item 9.01 – Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

 

Description

10.1

 

Intellectual Property Assignment Agreement, dated April 9, 2026, by and between Quantum Genesis AI Corp. and Naveen Kulkarni

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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.

 

 Quantum Genesis AI Corp.
    
Dated: April 15, 2026             By:/s/ Naveen Krishnarao Kulkarni   

 

 

Naveen Krishnarao Kulkarni 
  Its: Chief Executive Officer  
    

 

 

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What agreement did QGAI enter into with its CEO?

Quantum Genesis AI Corp. entered into an Intellectual Property Assignment Agreement with CEO Naveen Kulkarni. The agreement assigns all rights in patent application US20250146029A1 and related intellectual property to the company, confirming ownership previously contemplated under a February 21, 2023 Asset Purchase Agreement.

Which patent application is involved in Genesis AI Corp. (QGAI)'s new agreement?

The agreement covers U.S. Patent Application Publication No. US20250146029A1. It is titled “Modified Polypeptides for Enzymatic Synthesis of Ibuprofen” and was filed on November 2, 2023, then published on May 8, 2025, along with all related and follow-on intellectual property rights.

From what date is the patent assignment to QGAI effective?

The assignment is effective as of November 2, 2023, the patent application’s filing date. This effective date is intended to match the parties’ original intent under the prior Asset Purchase Agreement and align ownership with the start of the patent’s filing history.

Why is Genesis AI Corp. (QGAI) amending its Form 10-K and 10-Qs?

The company is amending its Form 10-K for the year ended July 31, 2025 and Form 10-Qs for October 31, 2025 and January 31, 2026. The purpose is to update disclosures about the patent application and any resulting patent to reflect the formalized intellectual property assignment.

Who is the assignor in Genesis AI Corp. (QGAI)'s IP Assignment Agreement?

The assignor is Naveen Kulkarni, the company’s Chief Executive Officer. Under the Intellectual Property Assignment Agreement, he assigned all right, title and interest in the specified patent application and related rights, including enforcement for past, present and future infringement, to the company.

How does the new IP Assignment Agreement relate to QGAI's prior Asset Purchase Agreement?

The new Intellectual Property Assignment Agreement is described as confirmatory of rights previously acquired under the Asset Purchase Agreement dated February 21, 2023. It formalizes and documents those intellectual property rights, aligning them with the patent application’s filing date and clarifying ownership in company disclosures.

Filing Exhibits & Attachments

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