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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):
September 28, 2026
Quanome Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada |
|
001-42140 |
|
82-1978491 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
112 W 34th St, FL 18, Room 18022
New York, NY |
|
10120 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (778) 888-7232
Not Applicable
(Former name or former address if changed since
last report)
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:
| ☐ |
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 |
| Common Stock, $0.0001 par value per share |
|
QNME |
|
The Nasdaq Stock Market LLC |
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 September 28, 2026, Quanome Technologies, Inc.
(Nasdaq: QNME, the “Company”) entered into a Revolving Loan Agreement (the “Loan Agreement”) with Yang Li, the
Company’s Chairman of the Board and Chief Executive Officer (the “Lender”), pursuant to which the Company may from time
to time request loan advances in an aggregate principal amount outstanding at any time of up to $15.0 million. On September 28, 2026,
the transaction was reviewed and approved independently by the Audit Committee of Quanome’s Board of Directors, which is comprised solely
of three independent directors.
Pursuant to the Loan Agreement, each loan advance
is subject to the Lender’s written approval. Subject to the terms of the Loan Agreement, amounts borrowed and repaid may be reborrowed
during the draw period. The Company may prepay outstanding amounts at any time without premium or penalty. Amounts funded under the Loan
Agreement bear interest at a rate of 6.0% per annum, payable monthly in arrears. The proceeds of any loan advances may be used for working
capital and general corporate purposes. The Loan Agreement matures three months after its effective date; provided that, if Mr. Li ceases
to serve as both Chairman of the Board and Chief Executive Officer of the Company, all outstanding amounts will become due and payable
30 calendar days after he ceases to serve in the second of those capacities.
The Loan Agreement contains customary representations
and warranties, affirmative and negative covenants and events of default. In addition, the Lender may terminate the availability of further
loan advances at any time upon written notice to the Company, subject to the Lender’s obligation to fund any loan advance previously
approved in accordance with the Loan Agreement.
The foregoing description of the Loan Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which the Company
intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 1, 2026, the Company issued a press
release titled “Quanome CEO to Back Quantum Strategy with Up to $15 Million in Non-Dilutive Growth Capital.” A copy of the
press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit
99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press release, issued on October 1, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
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.
| |
Quanome Technologies, Inc. |
| |
|
| Dated: October 1, 2026 |
By: |
/s/ Yang Li |
| |
Name: |
Yang Li |
| |
Title: |
Chief Executive Officer and Director |
Exhibit 99.1

Quanome CEO to Back Quantum Strategy with
Up to $15 Million in Non-Dilutive Growth Capital
Insider Scaled Capital Support Reflects
Confidence in Quanome’s Strategic Direction and Future Potential
NEW YORK, NY, Oct. 01, 2026 (GLOBE NEWSWIRE)
-- Quanome Technologies, Inc. (Nasdaq: QNME) (“Quanome” or the “Company”), has entered into a revolving loan
agreement with the Company’s CEO and Chairman, Yang Li, for up to $15 million in non-dilutive growth capital. The arrangement gives
Quanome an additional potential source of capital as it executes its strategic priorities in the quantum computing space.
Approved advances will bear interest at 6.0% per
annum. The instrument is revolving, meaning amounts repaid may be borrowed again during the draw period, subject to the agreement’s repayment
terms and Mr. Li’s approval of each borrowing request. Any proceeds will be used for working capital and general corporate purposes.
The transaction was reviewed and approved independently
by the Audit Committee of Quanome’s Board of Directors. The committee determined that the agreement and the transactions it contemplates
are fair and reasonable to the Company and in, or not inconsistent with, the best interests of the Company and its stockholders. Mr. Li
disclosed his interest and did not participate in the Audit Committee’s deliberations or vote.
“I am deeply committed to Quanome’s quantum-focused
strategy and the long-term potential of the growth opportunities we are pursuing,” said Yang Li, Chief Executive Officer and Chairman
of Quanome Technologies. “Providing this financial support is a practical expression of my confidence in our future. Our ambition
remains steadfast: to connect quantum science, artificial intelligence and advanced computing with real-world applications that can create
tangible social and economic value for communities and economies, world-wide.”
Quanome’s strategy spans four streams: Quantum
and AI Systems, Quantum Life Sciences - Molecular Discovery, Advanced Nuclear, and Quantum-Safe Cybersecurity. Within Quantum and AI Systems,
Quanome is developing XDT, its AI cloud business. The Company recently announced an infrastructure purchase agreement as an initial step
toward its planned first U.S. AI infrastructure hub. These initiatives support Quanome’s broader aim of making advanced technologies more
accessible and leveraging them into practical applications for potential long-term economic and societal benefits.
Quanome’s Global Quantum Council and Scientific
Advisory Network are also intended to bring scientific, technological and commercial perspectives together for broader market benefit.
The Company aims to link with experts in quantum and related complex sciences to help provide insights on trends, as well as evaluate
emerging technologies, collaborations and opportunities that provide practical growth and potential.
ENDS
NOTES FOR EDITORS
Media / Investor Relations Contact:
Lauren Callie
www.Quanometech.com
investor@Quanometech.com
Editors Notes
About Quanome Technologies
Quanome Technologies, Inc. (Nasdaq: QNME) is a U.S.-based technology
company focused on opportunities across Quantum and AI Systems, Quantum Life Sciences - Molecular Discovery, Advanced Nuclear, and Quantum-Safe
Cybersecurity. The Company combines commercial initiatives with the development of a global scientific network through its Global Quantum
Council and Scientific Advisory Network. Quanome aims to translate advances in quantum science and related technologies into practical,
real-world applications across industries shaped by complex computational and scientific challenges.
Forward-Looking Statements
This release contains forward-looking statements regarding potential
loan advances under the revolving loan agreement, the anticipated use and benefits of any proceeds, the Company’s financial flexibility
and strategic priorities, the evaluation and development of quantum-related technologies, potential commercial opportunities, future partnerships
and collaborations, and the Company’s strategy and future operations. These statements are based on current plans, assumptions and expectations
and involve risks and uncertainties. Actual results and timing may differ materially, including because each loan advance requires the
lender’s approval and is subject to the agreement’s conditions, and due to financing availability, technological and competitive developments,
regulatory requirements, third-party performance and other factors described in the Company’s filings with the Securities and Exchange
Commission. The Company undertakes no obligation to update forward-looking statements except as required by applicable law.