Quantum eMotion (NYSE: QNC) closes SKV Technology deal with earn-outs and royalties
Rhea-AI Filing Summary
Quantum eMotion Corp. has completed its acquisition of California-based cybersecurity firm SKV Technology Inc., agreeing to milestone-based earn-out payments of up to $7,000,000 plus royalties of up to $15,000,000 on products using SKV’s SecureKey™ technology over five years.
Through this deal, Quantum eMotion acquires the SecureKey™ platform to pair with its Sentry-Q solution, aiming to build a full-stack, quantum-resilient security architecture. Part of the earn-out (up to $5,500,000) may be paid in cash, common shares, or a mix, with any share payments priced at a deemed minimum of $4.1905 per Consideration Share and subject to Canadian hold periods and U.S. registration exemptions.
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Insights
Quantum eMotion adds SecureKey™ via contingent SKV acquisition structure.
Quantum eMotion completed the purchase of SKV Technology, securing the SecureKey™ platform through up to $7,000,000 in milestone-based earn-outs plus up to $15,000,000 in royalties over a term of up to five years. Much of the consideration depends on future technical and integration milestones.
The structure links payments to the successful realization of a combined Sentry-Q + SecureKey™ full-stack quantum-resilient security architecture. Up to $5,500,000 of earn-outs can be settled in cash, common shares, or both, with any share component priced at a minimum deemed issue price of $4.1905 per Consideration Share, which may help manage immediate cash outflows.
The deal deepens the company’s position in quantum-secure cybersecurity by adding a commercial platform to its patented Quantum Random Number Generator technology. Actual financial impact will hinge on achieving specified milestones and sales thresholds for SecureKey™-based products during the five-year royalty period disclosed in the report.
Key Figures
Key Terms
Earn-Out Payments financial
quantum-resilient security architecture technical
forward-looking information regulatory
statutory hold period regulatory
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 April 2026
Commission File Number: 001-43068
Quantum eMotion Corp.
2300 Alfred Nobel
Montreal Québec
Canada H4S 2A4
(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 x
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 eMotion Corp. | ||
| Date: April 17, 2026 | By: | /s/ Marc Rousseau |
| Name: | Marc Rousseau | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated April 2, 2026, titled “Quantum eMotion Completes Strategic Acquisition of SKV Technology, Advancing Full-Stack Quantum-Secure Platform” | |
| 99.2 | Material Change Report dated April 17, 2026 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Quantum eMotion Completes Strategic Acquisition of SKV Technology, Advancing Full-Stack Quantum-Secure Platform
Montreal, Canada – April 2, 2026 — Quantum eMotion Corp. (“QeM” or the “Company”) (NYSE: QNC; TSXV: QNC-V; FSE: 34Q0), a leader in quantum-secure cybersecurity solutions, is pleased to announce the closing of its previously announced acquisition of 100% of the issued and outstanding shares of SKV Technology Inc. (“SKV”), a California-based cybersecurity company (the “Transaction”). As a result of the Transaction, QeM has acquired the SecureKey™ platform, developed and commercialized by Jet Lab Technologies Inc. and held by SKV. Details of the transaction can be found in the Company’s news release dated February 27, 2026.
About Quantum eMotion The Company's mission is to address the growing demand for affordable hardware and software security for connected devices. Thanks to its patented Quantum Random Number Generator, QeM has become a pioneering force in classical and quantum cybersecurity solutions. This security solution exploits quantum mechanics' built-in unpredictability and promises to provide enhanced protection for high-value assets and critical systems. For further information, please visit our website at https://www.quantumemotion.com/ or contact us at: info@quantumemotion.com.
The Company intends to target highly valued Financial Services, Healthcare, Blockchain Applications, Cloud-Based IT Security Infrastructure, Classified Government Krown Technologies and Communication Systems, Secure Device Keying (IOT, Automotive, Consumer Electronics) and Quantum Cryptography.
For further information, please visit our website at https://www.quantumemotion.com/ or contact:
Francis Bellido, Chief Executive Officer
Tel: 514.956.2525
Email: info@quantumemotion.com
Website: www.quantumemotion.com
Cautionary Note regarding Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the commencement of trading of the Company’s common shares on NYSE American; the expected cessation of trading on the OTCQB; the anticipated benefits of the NYSE American listing; and the Company’s business strategy, target markets and growth initiatives. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to delays in or failure to complete listing-related processes, the Company’s ability to maintain compliance with applicable exchange requirements, changes in market conditions,, the value of the Company’s intangible assets, completing proof of concept studies, protecting intangible assets rights, timing and availability of external financing on acceptable terms or at all, the possibility that future results will not be consistent with the Company’s expectations, increases in costs, changes in legislation and regulation, changes in economic and political conditions and other risks inherent to the cybersecurity industry and new technologies, such as risk of obsolescence, slow adoption and competing technological advances; and those risks set out in the Company’s public documents filed on SEDAR+ at www.sedarplus.ca.
Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedarplus.ca. The Company provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Exhibit 99.2
MATERIAL CHANGE REPORT
FORM 51-102F3
Item 1 – Name and Address of Corporation
Quantum eMotion Corp. (“Quantum” or the “Corporation”)
2300 Bd Alfred Nobel
Saint-Laurent, QC, H4S 2A4
Item 2 - Date of Material Change
April 2, 2026
Item 3 - News Release
A news release pertaining to the material change being the subject of the present report was disseminated through Newsfile Corp. on April 2, 2026 and filed on SEDAR+.
Item 4 – Summary of Material Change
On April 2, 2026, the Corporation closed its previously announced acquisition of 100% of the issued and outstanding shares of SKV Technology Inc. ("SKV"), a California-based cybersecurity company (the "Transaction"). As a result of the Transaction, Quantum has acquired the SecureKey™ platform, developed and commercialized by Jet Lab Technologies Inc. and held by SKV.
Item 5 - Full Description of Material Change
5.1 Full Description of Material Change
As a result of the Transaction, Quantum acquired 100% of the equity of SKV in consideration for milestone-based earn-out payments (the “Earn-Out Payments”) of up to $7,000,000. Quantum will also pay royalties of up to $15,000,000, subject to specified sales thresholds, on products incorporating the SecureKey™ technology for a term of up to five years.
Up to $5,500,000 of the Earn-Out Payments may be satisfied in cash, common shares of the Corporation (the “Consideration Shares”), or a combination thereof, with the remaining Earn-Out Payments payable in cash. Earn-Out Payments made in Consideration Shares, if any, shall be made based on a deemed issue price equal to the 10-day VWAP at the issuance date, subject to a minimum deemed issue price of $4,1905 per Consideration Share.
The Earn-Out Payments will be contingent upon the achievement of defined technical and integration milestones centered on the successful realization of the combined Sentry-Q + SecureKey™ full-stack quantum-resilient security architecture.
The Consideration Shares issuable under the Transaction will be subject to a statutory hold period of four months and one day in Canada in accordance with applicable securities laws and will be issued subject to an exemption from registration under the U.S. Securities Act of 1933, as amended.
Please see the Corporation’s news releases dated February 27, 2026 and April 2, 2026 for all details of the Transaction.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 – Reliance on Section 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 - Omitted Information
None.
Item 8 - Executive Officer
Marc Rousseau, Chief Financial Officer
Tel: (514) 886-0045
Email: info@quantumemotion.com
Item 9 - Date of Report
April 16, 2026