Quantum SEC Filings

Quantum Corporation is registering up to 18,207,453 shares of common stock for potential resale by Dialectic Technology SPV LLC, the holder of Quantum’s 10.00% PIK Senior Secured Convertible Notes due 2028. These shares may be issued upon conversion of the notes.

The notes have an aggregate principal amount of $54,718,114, an initial conversion price of $10.00 per share with reset features down to a floor of $4.00, and mature three years after closing. Quantum will not receive any proceeds from sales of these shares by the selling stockholder.

Quantum had 14,134,629 shares outstanding as of December 31, 2025. The company notes that resale of these shares, or the perception that such sales could occur, could put downward pressure on its stock price, and highlights liquidity covenants and asset security supporting the convertible notes.

Quantum Corporation reported a quarterly net loss of $27.8 million on revenue of $74.6 million for the quarter ended December 31, 2025, with revenue up modestly from the prior-year period but still below year-to-date 2024 levels. Gross margin was 38.8%, as higher-margin secondary storage and media sales offset weaker service and royalty revenue. Cash and cash equivalents were $13.2 million, while net cash used in operating activities was $37.4 million over nine months, underscoring liquidity pressure. The balance sheet shows a stockholders’ deficit of $184.2 million, a Term Loan of $54.6 million, and a fair-value Convertible Note of $75.9 million. Management discloses substantial doubt about the company’s ability to continue as a going concern, noting the Term Loan maturing on August 5 2026 cannot be repaid from existing or expected operating cash and may require additional financing under a Standby Equity Purchase Agreement, from which about 8.2 million shares have already been sold for roughly $89.6 million.

Quantum Corporation reported improved fiscal Q3 2026 results with a smaller adjusted loss and stronger top-line performance. Revenue was $74.6 million, above preliminary results of $72.7 million and original guidance of $67 million plus or minus $2 million, driven by strong quarter-end shipments and conservative deferred revenue assumptions.

GAAP net loss was $27.8 million, or $2.03 per share, largely impacted by a $28.9 million loss on debt extinguishment, while non-GAAP adjusted net loss narrowed to $4.9 million, or $0.36 per share. Non-GAAP adjusted EBITDA improved to a positive $2.9 million from $0.5 million in the prior quarter. Term loan debt fell to $54.6 million from $105.9 million a year earlier, with a new convertible note fair valued at $75.9 million.

For fiscal Q4 2026, Quantum guides to revenue of $68 million plus or minus $2 million, non-GAAP adjusted operating expenses of $27 million plus or minus $2 million, non-GAAP adjusted basic net loss per share of $0.33 plus or minus $0.10, and non-GAAP adjusted EBITDA around breakeven.

Quantum Corporation’s new Chief Financial Officer, William Hillis White, filed an initial ownership report on Form 3 for the company’s common stock. The filing states that no securities are beneficially owned, meaning he reports holding no Quantum shares or derivatives as of the stated event date.

Quantum Corporation appointed William H. White as its new Chief Financial Officer and Principal Financial Officer, effective February 2, 2026. His offer includes a $375,000 base salary and eligibility for an annual bonus targeted at 50% of salary based on company and individual performance.

As a hiring inducement, he is slated to receive 25,000 restricted stock units vesting over three years and 25,000 performance-based RSUs tied to committee-approved metrics under the 2021 Inducement Plan, effective March 2, 2026. Change-of-control and severance arrangements provide up to 12 months of salary and bonus, equity vesting, and COBRA-related cash payments if he is involuntarily terminated around a qualifying change of control.

Quantum Corporation filed a current report to let investors know it has furnished preliminary financial results for its fiscal third quarter ended December 31, 2025. The company provided these early results through a press release dated January 15, 2026, which is attached as Exhibit 99.1.

The disclosure is made under Item 2.02 for results of operations and financial condition, and the company specifies that the information, including Exhibit 99.1, is being furnished rather than filed, so it is not subject to certain liabilities under the Securities Exchange Act and is not automatically incorporated into Securities Act registration statements.

Dialectic Technology SPV LLC, Dialectic Technology Manager LLC and John Fichthorn updated their Schedule 13D on Quantum Corp to reflect current beneficial ownership and recent security changes. Dialectic and its manager report beneficial ownership of 9,663,957 shares of common stock, or 41.3% of the class, assuming full cash exercise of a forbearance warrant for 2,653,308 shares and conversion of convertible notes into 7,010,649 shares. Based on the same assumptions, Fichthorn reports beneficial ownership of 9,691,228 shares, or 41.4% of the outstanding shares.

The filing notes that Quantum reset the conversion price of the convertible notes from $10.00 to $7.8050 per share effective after December 31, 2025, increasing the number of shares issuable on conversion to 7,010,649. Fichthorn directly holds 10,866 shares and 16,405 previously granted restricted stock units, and on January 1, 2026 he received an additional 12,000 RSUs for his service on the board, which vest in full on January 1, 2027 or at the next annual shareholder meeting.

Quantum Corporation completed a major debt restructuring with Dialectic Technology SPV LLC. The company exchanged term loans for $54,718,114 of senior secured convertible notes bearing 10.00% pay-in-kind interest and maturing on December 18, 2028. The initial conversion price is $10.00 per share, with reset features that can adjust it down to no lower than $4.00 based on trading prices after closing.

If the notes were fully converted at $10.00 and Dialectic fully exercised its existing forbearance warrant, Dialectic would hold about 36.9% of Quantum’s common stock. The notes are secured by the same collateral as the prior term loans and include financial covenants, including minimum liquidity levels that rise from $3.75 million at the end of Q1 2026 to $7.5 million by Q4 2026 and thereafter.

Shareholders approved the convertible note exchanges, potential additional Dialectic funding, anti-dilution-related warrant issuances, a 1,400,000-share increase to the 2023 Long-Term Incentive Plan, executive compensation on an advisory basis, and the appointment of CohnReznick LLP as auditor.

Quantum Corporation is registering 2,653,308 shares of common stock for resale by Dialectic Technology SPV LLC, issuable upon exercise of a Forbearance Warrant. The warrant covers shares equal to 19.9% of the outstanding common stock as of the Transaction Agreement date, has a cash or net-share exercise feature at an exercise price of $8.81 per share, and is exercisable for seven years. Shares outstanding were 13,333,208 as of September 30, 2025.

The warrant was issued as consideration under a Fifteenth Amendment to a term loan, which defers cash interest for the quarters ending September 30 and December 31, 2025 while increasing the interest rate on the affected loans by 2.00%. Quantum will not receive proceeds from any resale of shares by the selling stockholder, but will receive cash if the warrant is exercised, which it plans to use for working capital, general corporate purposes and debt repayment. The selling stockholder also holds a right to require Quantum to repurchase the warrant for $20.0 million in specified events.