Quantum (Nasdaq: QMCO) raises $100M, converts notes to equity
Rhea-AI Filing Summary
Quantum Corporation entered into a private placement to sell 10,615,712 shares of common stock at $9.42 per share, raising gross proceeds of $100.0 million and expecting net proceeds of about $94.7 million. The company plans to use most of this cash to repay all existing term debt and fund working capital and general corporate purposes.
Dialectic Technology SPV LLC agreed to convert approximately $57.242 million of 10.00% PIK Senior Secured Convertible Notes, plus accrued interest, into common stock at $5.1940 per share and will receive about 3.1 million additional shares and a warrant for 105,911 shares at $5.1940. A concurrent credit agreement amendment extends term loan maturity to September 2028 and eases mandatory prepayment of future equity proceeds. The transactions are supported by registration rights, lock-up and right-of-first-refusal agreements, and were approved by independent board committees.
Positive
- Debt reduction and liquidity: $100.0 million of equity financing, combined with conversion of approximately $57.242 million of 10.00% PIK Senior Secured Convertible Notes, is expected to eliminate term debt and meaningfully strengthen Quantum’s balance sheet.
Negative
- None.
Insights
Quantum trades leverage for equity, adding $100M cash and eliminating notes.
Quantum is raising $100.0 million in a private placement at $9.42 per share and expects net proceeds of about $94.7 million. Management plans to repay all existing term debt while preserving some cash for working capital and general corporate uses.
Dialectic will convert about $57.242 million of 10.00% PIK Senior Secured Convertible Notes into equity, receive roughly 3.1 million extra shares based on foregone PIK and deferred interest, and a warrant for 105,911 shares at $5.1940. This substantially reduces debt and future interest obligations but increases the equity base.
A Sixteenth Amendment extends the term loan maturity to September 2028 and allows the company to retain part of proceeds from future equity issuances. Lock-up, registration rights, and right-of-first-refusal agreements shape near-term issuance and resale dynamics. Overall this is a proactive balance sheet reset, with dilution trade-offs against lower leverage.
8-K Event Classification
Key Figures
Key Terms
Private Placement financial
Registration Rights Agreement financial
10.00% PIK Senior Secured Convertible Notes financial
Conversion Warrant financial
Right of First Refusal Agreement financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Private Placement
Securities Purchase Agreement
On June 1, 2026, Quantum Corporation (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell to the Investors an aggregate of 10,615,712 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a price of $9.42 per share, for aggregate gross proceeds to the Company of approximately $100.0 million. After deducting placement agent fees and other offering expenses payable by the Company, the Company expects net proceeds of approximately $94.7 million. The Private Placement is expected to close on or about June 4, 2026, subject to the satisfaction of customary closing conditions (the “Closing”).
Cantor Fitzgerald & Co. (“Cantor”) acted as lead placement agent and Lake Street Capital Markets, LLC acted as placement agent for the Company in connection with the Private Placement.
The Company intends to use the proceeds from the Private Placement to repay all of its existing term debt, with the remaining proceeds allocated for working capital and general corporate purposes.
Pursuant to the Purchase Agreement, until the date that is 90 calendar days following the effective date of the registration statement covering the resale of the Common Stock sold in the Private Placement, the Company has agreed that it will not, without the prior written consent of the Investors holding at least a majority in interest of the shares of Common Stock then held by the Investors, (i) other than in connection with an Exempt Issuance (as defined in the Purchase Agreement), issue, enter into any agreement to issue, or announce the issuance or proposed issuance of, any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement), or (ii) file any registration statement or any amendment or supplement thereto, other than in furtherance of an Exempt Issuance or as contemplated by the PIPE Registration Rights Agreement (as defined below) and the Amendment to Registration Rights Agreement (as defined below).
In addition, the Company’s officers, directors and Dialectic Technology SPV LLC (“Dialectic”), the sole beneficial owner of the Company’s 10.00% PIK Senior Secured Convertible Notes due 2028 (the “Notes”), each executed a lock-up agreement (the “Lock-Up Agreement”), pursuant to which each such person agreed, without the prior written consent of Cantor, and subject to certain exceptions, not to (i) directly or indirectly, offer for sale, sell, pledge or otherwise dispose of any shares of Common Stock (including shares of Common Stock that may be deemed to be beneficially owned or hereafter acquired), or securities convertible into or exercisable or exchangeable for Common Stock; (ii) enter into any swap or other derivatives transaction that transfers any of the economic benefits or risks of ownership of shares of Common Stock; or (iii) publicly disclose the intention to do any of the foregoing, until the date that is 30 calendar days following the effective date of the registration statement covering the resale of the Common Stock sold in the Private Placement.
Registration Rights Agreement
In connection with the Private Placement, the Company entered into Registration Rights Agreements with the Investors, dated as of June 1, 2026 (the “PIPE Registration Rights Agreement”), pursuant to which the Company has agreed to (i) prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Common Stock sold in the Private Placement within 45 days of the closing of the Private Placement, (ii) use commercially reasonable efforts to have such registration statement declared effective within the time period set forth in the PIPE Registration Rights Agreement, and to keep such registration statement effective until the date that all registrable securities covered by such registration statement (a) have been sold, thereunder or pursuant to Rule 144, or (b) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for
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the Company to be in compliance with the current public information requirement under Rule 144. The PIPE Registration Rights Agreement includes customary indemnification rights in connection with the registration statement.
The foregoing summary descriptions of forms of the Purchase Agreement and the PIPE Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the form of Purchase Agreement and the PIPE Registration Rights Agreement, which are filed as Exhibits 10.1 and 4.1 hereto, respectively, and incorporated herein by reference.
Amendment to Term Loan Agreement
On June 1, 2026, the Company entered into a Sixteenth Amendment (the “Sixteenth Amendment”) to its Term Loan Credit and Security Agreement, dated as of August 5, 2021 (as amended, restated, supplemented or otherwise modified prior to the date of the Sixteenth Amendment, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by the Sixteenth Amendment, the “Credit Agreement”), with the other loan parties party thereto, the lenders party thereto and Alter Domus (US) LLC, as disbursing agent and collateral agent. Pursuant to the Sixteenth Amendment, among other things, the maturity date of the loans under the Credit Agreement was extended to September 2028 and a portion of the proceeds of future equity issuances by the Company are allowed to be retained by the Company rather than 100% of the net proceeds having to be used to mandatorily prepay loans under the Credit Agreement. In addition, the Sixteenth Amendment clarifies that, following the conversion or exchange of the Notes (as described below), the liens securing the Notes, and the intercreditor agreement governing the priority of those liens vis-a-vis the liens securing the obligations of the Company under the Existing Credit Agreement, will terminate, and all of the outstanding obligations under the Credit Agreement will continue to be secured by the assets of the Company on a first priority basis.
The foregoing description of the Sixteenth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixteenth Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Conversion Agreement
In order to facilitate the Private Placement and the Sixteenth Amendment, Dialectic, as the sole beneficial owner of the Notes issued under the Indenture dated December 18, 2025 (the “Indenture”), agreed to voluntarily convert the Notes into Common Stock. Pursuant to a Conversion Agreement dated June 1, 2026 (the “Conversion Agreement”), by and among the Company, Dialectic and, solely with respect to Sections 7.1 and 7.3 and Articles III and X thereof, U.S. Bank Trust Company, National Association, as the trustee and Notes Collateral Agent under the Indenture, Dialectic will convert the entire principal amount of the Notes, together with all accrued and unpaid interest thereon, which is approximately $57,242,000, at the Closing, subject to certain conditions set forth in the Conversion Agreement (the “Conversion”). At the Closing, the Notes will be canceled in accordance with the Indenture, and the Indenture will be subject to satisfaction and discharge in accordance with the Indenture.
As consideration for Dialectic’s agreement to voluntarily convert the Notes to facilitate the Private Placement and the Sixteenth Amendment, the Company agreed to, at the Closing, (i) amend the Indenture to waive certain notice and settlement requirements otherwise applicable to a voluntary exchange under the Indenture; (ii) issue to Dialectic approximately 3.1 million additional shares of the Company’s Common Stock in connection with the Conversion (the “Share Consideration”), which represents the quotient of (A) approximately $13.0 million, the present value of nominal PIK interest that would accrue on the Notes from the Closing to the maturity date thereof, assuming the Notes had remained outstanding until the end of the stated term, discounted at a rate of 11%, plus (B) approximately $3.0 million, the Term Loan Deferred Cash Interest Amount (as defined in the Credit Agreement) owed to Dialectic, divided by $5.1940, the current conversion price of the Notes; and (iii) issue to Dialectic the Conversion Warrant (as defined below).
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The foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Conversion Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Warrant
On June 1, 2026, as additional consideration for the Conversion, the Company issued to Dialectic a warrant (the “Conversion Warrant”) to purchase up to 105,911 shares of Common Stock at an exercise price of $5.1940 per share (the “Conversion Warrant Exercise Price”) (equal to the conversion price of the Notes in effect following the reset period ending March 31, 2026), at any time until the fifth anniversary of the issuance of the Conversion Warrant. The exercise price and the number of shares underlying the Conversion Warrant are subject to adjustment in the event of specified events, including dilutive issuances at a price lower than the exercise price of the Conversion Warrant, a subdivision or combination of the Common Stock, a reclassification of the Common Stock or specified dividend payments, subject to certain limitations as set forth in the Conversion Warrant. Upon exercise, the aggregate exercise price may be paid, at Dialectic’s election, in cash or on a net issuance basis, based upon the then current market price of the Common Stock at the time of exercise. The Conversion Warrant includes certain antidilution protections in favor of Dialectic, subject to certain limitations, including limitations that restrict Dialectic from beneficially owning more than 19.99% of the Company’s outstanding Common Stock and certain exclusions. Additionally, Dialectic may require the Company to repurchase the unexercised portion of the Conversion Warrant for an amount equal to $844,255, proportionately adjusted for the portion of the Conversion Warrant subject to repurchase, after the fourth anniversary of the issuance of the Conversion Warrant, or, prior to the fourth anniversary, upon a change of control of the Company or immediately prior to the occurrence of a voluntary dissolution, liquidation or winding up of the affairs of the Company.
In connection with the Conversion Warrant, on June 1, 2026, the Company and Dialectic entered into a First Amendment (“Amendment to Registration Rights Agreement”) to the Registration Rights Agreement dated as of September 23, 2025 (the “Warrant Registration Rights Agreement”), pursuant to which, among other things, the Warrant Registration Rights Agreement was amended to provide Dialectic with certain registration rights with respect to the shares of Common Stock issuable upon any exercise of the Conversion Warrant, as well as a First Amendment (“Amended Warrant”) to the Warrant to Purchase Common Stock dated September 23, 2025 issued to Dialectic (the “Forbearance Warrant”), pursuant to which, among other things, the Forbearance Warrant was amended to update its terms to be consistent with the Conversion Warrant.
The foregoing descriptions are qualified in their entirety by reference to the full text of the Conversion Warrant, Amendment to Registration Rights Agreement and Amended Warrant, copies of which are filed as Exhibits 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Right of First Refusal Agreement
On June 1, 2026, the Company entered into a Right of First Refusal Agreement (the “ROFR Agreement”) with Dialectic and certain investors in the Private Placement (together, the “Stockholders”), pursuant to which the Company granted a right of first refusal to purchase 25% of all equity securities to each Stockholder that the Company may issue or sell for a period of the earlier of six (6) months following the date of the ROFR Agreement and completion of the Company’s next equity financing transaction, subject to certain exceptions as described in the ROFR Agreement.
The foregoing description of the ROFR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of ROFR Agreement, a copy of which is filed as Exhibit 4.5 to this Current Report on Form 8-K and is incorporated herein by reference.
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Relationship between the Company and Dialectic
As previously disclosed, John Fichthorn, a member of the Company’s board of directors (the “Board”), is the Managing Partner of Dialectic Capital Management, an investment advisor to Dialectic.
Because of the relationships among the Company, Dialectic and Mr. Fichthorn, the transactions described herein (the “Transactions”), other than the Private Placement and transactions contemplated thereunder (including the Purchase Agreement and PIPE Registration Rights Agreement) which were reviewed and approved by the full Board, were reviewed and approved by a special committee (the “Special Committee”) of the Board comprised solely of independent and disinterested directors. On May 31, 2026, the Special Committee approved and declared advisable the Transactions and determined that the terms of the Transactions are fair to, and in the best interests of, the Company and its stockholders.
On May 31, 2026, the Audit Committee of the Board, in its capacity of reviewing related party transactions to which the Company proposes to become a party, reviewed and approved the Transactions and recommended that the Board approve the Transactions, after consideration of the following factors, among others: (i) whether the terms of the transaction are fair to the Company and on arms-length terms that would apply if the transaction did not involve a related party; and (ii) whether there are business reasons for the Company to enter into the related party transaction.
On May 31, 2026, the Board, with Mr. Fichthorn abstaining from discussion and from voting on the matter, approved and declared advisable the Transactions and determined that the terms of the Transactions are fair to, and in the best interests of, the Company and its stockholders.
On June 1, 2026, the final terms of the Private Placement, including the aggregate amount of shares to be sold and the applicable purchase price per share, were authorized and approved by a pricing committee of the Board.
| Item 2.02 | Results of Financial Operations and Financial Condition. |
On June 2, 2026, the Company provided preliminary financial results for its fiscal fourth quarter ended March 31, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K, including the preliminary financial results for the fiscal fourth quarter ended March 31, 2026 contained in Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Private Placement, the Share Consideration, and the Conversion Warrant are incorporated herein by reference. The Common Stock sold in the Private Placement, the Common Stock to be issued as the Share Consideration and the issuance of the Conversion Warrant and any shares of Common Stock issuable thereunder, are exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. With respect to the Common Stock sold in the Private Placement, the Company will rely on this exemption from registration based in part on representations made by the Investors. The Common Stock sold, or issued pursuant to, the Private Placement, the Share Consideration, the Conversion Warrant and any shares of Common Stock issuable thereunder is not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission, or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto shall constitute an offer to sell or the solicitation of an offer to buy shares of Common Stock or any other securities of the Company.
| Item 8.01 | Other Events. |
On June 2, 2026, the Company issued a press release announcing the parties’ entry into the transactions described above. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations as well as the current beliefs and assumptions of management of the Company and can be identified by words such as “anticipate,” “believe,” “continue,” “plan,” “will,” “intend,” “expect,” “outlook,” and similar references to the future. Any statement that is not a historical fact, including statements regarding: the anticipated closing of the transactions, including expectation regarding issuance of shares of Common Stock in the Private Placement and the Share Consideration and the Conversion Warrant, conversion of the Notes and repayment of debt; expected benefits of the transactions; the expected amount of, and anticipated use of, the proceeds from the Private Placement; and expectations with respect to filing of the resale registration statement covering the shares of Common Stock sold in the Private Placement, the Share Consideration and the Common Stock underlying the Conversion Warrant. Forward-looking statements are only predictions and are subject to a number of risks and uncertainties, many of which are outside the Company’s control, which could cause actual results to differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the estimates and assumptions related to the Private Placement, the Sixteenth Amendment, and the Conversion, including anticipated benefits thereof; the risk that the conditions to the closing of the proposed transactions are not satisfied; the ability of each party to consummate the proposed transactions on a timely basis, or at all, or the failure of any of the proposed transactions to close for any reason; and the other factors discussed in its periodic reports, including its Annual Report on Form 10-K for the year ended March 31, 2025, and subsequent reports filed with the SEC. All forward-looking statements are based on information available to the Company as of the date of this Current Report on Form 8-K and the Company undertakes no intent or obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 4.1 | Form of Registration Rights Agreement dated June 1, 2026, by and among the Company and the Investors party thereto. | |
| 4.2 | Warrant to Purchase Common Stock dated June 1, 2026, issued to Dialectic Technology SPV LLC. | |
| 4.3 | First Amendment to the Registration Rights Agreement dated June 1, 2026, by and between the Company and Dialectic Technology SPV LLC, to the Registration Rights Agreement dated September 23, 2025. | |
| 4.4 | First Amendment to Warrant to Purchase Common Stock dated June 1, 2026, by and between the Company and Dialectic Technology SPV LLC, to the Warrant issued to Dialectic Technology SPV LLC on September 23, 2025. | |
| 4.5 | Form of Right of First Refusal Agreement dated June 1, 2026, by and among the Company, Dialectic Technology SPV LLC and certain stockholders party thereto. | |
| 10.1 | Form of Securities Purchase Agreement dated June 1, 2026, by and among the Company and the Investors party thereto. | |
| 10.2* | Sixteenth Amendment to Term Loan Credit and Security Agreement dated June 1, 2026, by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Alter Domus (US) LLC, as disbursing agent and collateral agent. | |
| 10.3* | Conversion Agreement dated June 1, 2026, by and among the Company, Dialectic Technology SPV LLC and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent (solely with respect to Sections 7.1 and 7.3 and Articles III and X thereof). | |
| 99.1 | Press Release dated June 2, 2026 (preliminary financial results). | |
| 99.2 | Press Release dated June 2, 2026 (transactions). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Schedules (or similar attachments) to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC on a confidential basis upon request. |
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SIGNATURE
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 CORPORATION | ||||||
| Date: June 2, 2026 | By: | /s/ Hugues Meyrath | ||||
| Name: | Hugues Meyrath | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Quantum Announces Preliminary Fiscal Fourth Quarter 2026 Financial Results
CENTENNIAL, Colo. — June 2, 2026 — Quantum Corporation (Nasdaq: QMCO) (“Quantum” or the “Company”), today announced select preliminary unaudited financial results for its fiscal fourth quarter of 2026 ended March 31, 2026.
Based on unaudited financials, the Company expects the following:
| • | Revenue of approximately $77.5 million, plus or minus $2 million, above the high-end of the guided range of $68 million, plus or minus $2 million |
| • | GAAP operating expenses of approximately $30.5 million |
| • | Cash of approximately $15.5 million |
Quantum expects to report its full results for the fiscal fourth quarter and full fiscal year of 2026 by mid-June 2026.
About Quantum
Quantum delivers end-to-end data management solutions designed for the AI era. With over four decades of experience, our data platform has allowed customers to extract the maximum value from their unique, unstructured data. From high-performance ingest that powers AI applications and demanding data-intensive workloads, to massive, durable data lakes to fuel AI models, Quantum delivers comprehensive and cost-efficient solutions. Leading organizations in life sciences, government, media and entertainment, research, and industrial technology trust Quantum with their most valuable asset – their data. For more information visit www.quantum.com.
Quantum is listed on Nasdaq (QMCO). Quantum and the Quantum logo are registered trademarks of Quantum Corporation and its affiliates in the United States and/or other countries. All other trademarks are the property of their respective owners.
Forward-Looking Information
The results reported in this press release are preliminary and unaudited and are subject to change. The Company has not yet completed its financial close process for the fiscal fourth quarter of 2026. The financial results in this earnings report does not present all necessary information for an understanding of the Company’s results of operations for the fiscal fourth quarter of 2026. As the Company completes its financial close process and finalizes its financial statements, and as its independent auditors complete their review of the Company’s financial statements, it is possible the Company may identify items that require adjustments to the preliminary financial information set forth in this press release, and those changes could be material. The Company does not intend to update such financial information prior to the filing of its Form 10-K with the Securities and Exchange Commission (the “SEC”) for the fiscal year ended March 31, 2026, except as otherwise required by law.
The information provided in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are largely based on our current expectations and projections about future events and financial trends affecting our business. Such forward-looking statements include, in particular, statements related to our preliminary unaudited financial results for the fiscal fourth quarter ended March 31, 2026, including the timing of reporting such results.
These forward-looking statements may be identified by the use of terms and phrases such as “anticipates”, “believes”, “can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “projects”, “targets”, “will”, and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters and other statements regarding matters that are not historical are forward-looking statements. Investors are cautioned that these forward-looking statements relate to future events or our future performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements.
These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, including without limitation, the following: risks related to the completion of the Company’s annual financial close process and the independent auditors’ review and audit of the Company’s financial statements for the full fiscal year; any changes to the assumptions underlying the Company’s closing process and auditors’ review; risks that the Company may identify additional items that require adjustments to the preliminary financial information; risks related to the need to address the many challenges facing our business; the impact macroeconomic and inflationary conditions on our business, including potential disruptions to our supply chain, employees, operations, sales and overall market conditions; the competitive pressures we face; risks associated with executing our strategy; the distribution of our products and the delivery of our services effectively; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the outcome of any legal proceedings, claims and disputes; the ability to meet stock exchange continued listing standards; risks related to our ability to implement and maintain effective internal control over financial reporting in the future; and other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in our filings with the SEC, including our Annual Report on Form 10-K filed with the SEC on August 26, 2025, and any subsequent reports filed with the SEC. We do not intend to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Investor Relations Contacts:
Shelton Group
Leanne K. Sievers | Brett L. Perry
E: sheltonir@sheltongroup.com
Media Contact:
Matter Communications
Sara Beth Fahey
E: quantum@matternow.com
P: 401-351-9507
Exhibit 99.2
Quantum Announces Equity Financing to Strengthen Balance Sheet and Support Growth
Quantum to Eliminate All Debt with Combination of Debt Payoff and Conversion
Three concurrent transactions improve liquidity, significantly strengthening the Company’s balance sheet and providing capital to invest in growth
CENTENNIAL, Colo. — June 2, 2026— Quantum Corporation (Nasdaq: QMCO) today announced three concurrent transactions that together are expected to significantly strengthen the Company’s balance sheet and provide capital for growth. First, the Company has entered into securities purchase agreements to sell shares of common stock in a private placement, which was led by funds managed by Two Seas Capital LP and Oaktree Capital Management, L.P., with participation from several other institutional investors, generating gross proceeds of $100.0 million. Second, the Company intends to repay all of its outstanding term debt with a portion of the proceeds of the private placement. Third, Dialectic Technology SPV LLC, as sole beneficial owner of the Company’s Senior Secured Convertible Notes, has agreed to voluntarily convert the entire outstanding principal amount of those Convertible Notes, together with all accrued and unpaid interest thereon, into shares of common stock. Together, these transactions are expected to significantly strengthen the Company’s balance sheet, eliminate its debt obligations, and provide growth capital to capitalize on increasing demand for cost-efficient, long-term data storage in AI and enterprise environments.
With respect to the private placement, the Company entered into securities purchase agreements dated June 1, 2026 to sell an aggregate of 10,615,712 shares of common stock at a price of $9.42 per share. The Company intends to use approximately $94.7 million of the net proceeds from the private placement to repay all of its existing term debt, and for working capital and general corporate purposes.
The private placement provides Quantum with greater financial flexibility to support ongoing operations and invest in growth initiatives. The Company also plans to commission a report by a third party technology consulting firm on the importance of magnetic tape to HPC data centers.
“This transaction represents a significant step forward for Quantum,” said Hugues Meyrath, CEO of Quantum Corporation. “We have meaningfully strengthened our balance sheet, eliminated our debt position, and brought in new capital to support the business. Following these actions and debt paydown, we expect to emerge with a positive net cash position and a sustainable capital structure. These transactions signal strong support and credible backing from institutional partners and provide a stronger financial foundation. With improved flexibility, we are better positioned to support our customers, invest in growth, and execute our strategy with a clearer path to long-term value creation, including profitable growth over time.”
“These transactions address historical balance sheet constraints and provide the flexibility needed to execute on the company’s growth opportunities,” said John Fichthorn, co-founder and managing partner of Dialectic Capital Management. “Given the significant de-risking these transactions represent and the substantial growth opportunities we see for Quantum, Dialectic has agreed to an early conversion of our Convertible Notes to equity. We believe Quantum is now much better positioned for the broader and growing market opportunity in data storage. With AI, the nature of data storage is changing and data storage requirements are evolving toward long-term, cost-efficient, and energy-aware solutions. Tape and complementary platforms have an increasing role to play. Quantum is well positioned to benefit from that shift.”
In order to facilitate the equity financing transaction, Dialectic, as sole beneficial owner of the Convertible Notes issued under the Indenture dated December 18, 2025, agreed to voluntarily convert the Convertible Notes into common stock of the Company. Pursuant to a conversion agreement dated June 1, 2026, Dialectic will convert the entire principal amount of the Convertible Notes, together with all accrued and unpaid interest thereon, into shares of common stock concurrently with the closing of the equity financing transaction. As consideration for Dialectic’s agreement to voluntarily convert its Convertible Notes, the Company agreed to issue additional shares of common stock by converting an amount equal to the present value of nominal PIK interest that would accrue on the Convertible Notes from the closing date of the proposed transactions to the maturity date of the Convertible Notes, assuming the Convertible Notes had remained outstanding until the end of the stated term, discounted at a rate of 11%, plus the amount of deferred cash interest owed to Dialectic, applying the same conversion price under the Convertible Notes of $5.194 per share. It is anticipated that an aggregate of 14,104,620 shares of common stock will be issued to Dialectic as a result of the conversion of the Convertible Notes and the agreed upon consideration described above. As additional consideration for Dialectic’s agreement to convert the Convertible Notes, the Company will issue to Dialectic at closing a warrant to purchase up to 105,911 shares of common stock at an exercise price of $5.194 per share (which is equal to the conversion price of the Convertible Notes in effect following the reset period ended March 31, 2026).
In connection with the transactions, certain investors in the private placement and Dialectic entered into a right of first refusal agreement with the Company which provides such investors and Dialectic with a right of first refusal with respect to new issuance and sales of the Company’s equity securities until the earlier of six months from the date of the right of first refusal agreement and completion of the Company’s next equity financing transaction.
The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the Securities Act), or applicable state securities laws, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from such registration requirements. The Company has agreed to file a resale registration statement with the U.S. Securities and Exchange Commission (the SEC) covering the resale of the shares of common stock sold in the private placement and certain shares issued to Dialectic in connection with the Convertible Notes conversion. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the common stock, nor shall there be any sale of these common stock in any state or 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 jurisdiction. Any offering of the common stock under the resale registration statement will only be by means of a prospectus.
Transaction Advisors
Cantor acted as lead placement agent and Lake Street Capital Markets, LLC acted as placement agent for the Company in connection with the private placement. DLA Piper LLP (US) is serving as legal advisor to the placement agents. Pillsbury Winthrop Shaw Pittman LLP is serving as legal advisor to the Company. Willkie Farr & Gallagher LLP is serving as legal advisor to Dialectic. Hogan Lovells US LLP is serving as legal advisor to the lenders under the Company’s existing term debt.
About Quantum
Quantum delivers end-to-end data management solutions designed for the AI era. With over four decades of experience, our data platform has allowed customers to extract the maximum value from their unique, unstructured data. From high-performance ingest that powers AI applications and demanding data-intensive workloads, to massive, durable data lakes to fuel AI models, Quantum delivers the most comprehensive and cost-efficient solutions. Leading organizations in life sciences, government, media and entertainment, research, and industrial technology trust Quantum with their most valuable asset—their data.
Quantum is listed on Nasdaq (QMCO). Quantum and the Quantum logo are registered trademarks of Quantum Corporation and its affiliates in the United States and/or other countries. All other trademarks are the property of their respective owners.
Forward-Looking Information
The information provided in this press release may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are largely based on our current expectations and projections about future events and financial trends affecting our business. Such forward-looking statements include, but are not limited to: expected benefits of the transactions, including to the Company’s liquidity, financial position and future opportunities; the anticipated use of proceeds from the private placement; expectations with respect to the Company’s debt position following the paydown and Convertible Notes conversion; expectations with respect to the market in which the Company operates; expectations with respect to the number of shares that will be issued in connection with the private placement and certain shares issued to Dialectic in connection with the Convertible Notes conversion; the Company’s plans to commission a report regarding the importance of magnetic tape to HPC data centers; the terms and conditions related to the proposed transactions; and expectations with respect to the resale registration statement covering the shares of common stock sold in the private placement and certain shares issued to Dialectic in connection with the Convertible Notes conversion.
These forward-looking statements may be identified by the use of terms and phrases such as “anticipates”, “believes”, “can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “projects”, “targets”, “will”, and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters and other statements regarding matters that are not historical are forward-looking statements. Investors are cautioned that these forward-looking statements relate to future events or our future performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements.
These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, including without limitation, the following: estimates and assumptions related to the private placement and the Convertible Notes conversion, including anticipated benefits thereof; the risk that the conditions to the closing of the proposed transactions are not satisfied; the ability of each party to
consummate the proposed transactions on a timely basis, or at all, or the failure of any of the proposed transactions to close for any reason; and other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in our filings with the SEC, including our Annual Report on Form 10-K filed with the SEC on August 26, 2025, and any subsequent filings with the SEC. We do not intend to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law or regulation.
Investor Relations Contact:
Shelton Group
Leanne K. Sievers | Brett L. Perry
E: sheltonir@sheltongroup.com