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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): November 9, 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.
Stock
Purchase Agreement
On
November 4, 2026, QUANOME TECHNOLOGIES, INC., a company incorporated and existing under the laws of the state of Nevada (the “Buyer”
or “Company”), and QAI LABS LTD., a company incorporated and existing under the laws of the state of Delaware (the “Seller”), entered
into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which the Buyer will acquire 31,579 newly issued
and outstanding shares of the Seller (the “Acquisition”) by issuing 6,541,236 new shares of common stock at par value US$0.0001
per share to the Seller (the “Equity Consideration”).
The
Acquisition is subject to various closing conditions, including (i) the receipt or effectiveness of all required third-party or governmental
consents, approvals and authorizations, the making of required filings and registrations, and the expiration of applicable waiting periods,
in each case as required under the Purchase Agreement, (ii) the absence of any legal restraint or certain proceedings preventing, challenging
or otherwise interfering with the consummation of the Acquisition or any transactions contemplated thereby, (iii) the accuracy of each
party’s representations and warranties (subject to materiality qualifiers) and performance by the parties of their respective obligations
under the Purchase Agreement, (iv) the absence of a material adverse change in Seller’s business, assets, financial condition or
operations, and (v) the satisfaction of other conditions set forth in the Purchase Agreement.
The
Purchase Agreement contains certain termination rights for the Buyer and the Seller, including if (i) the closing has not occurred
on or before December 31, 2026 or such other date as the parties may agree upon,
subject to certain exceptions set forth in the Purchase Agreement, (ii) a material breach of any provision of the Purchase
Agreement has been committed by the other party and such breach has not been waived, (iii) any of the closing conditions by
either Buyer or Seller has not been satisfied as of the closing date or if satisfaction of such
a condition is or becomes impossible, or (iv) by mutual consent of Buyer and Seller.
The
foregoing description of the Purchase Agreement and the transactions contemplated thereby is not complete and is qualified in its entirety
by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
The
Purchase Agreement contains customary representations, warranties and covenants of the Buyer and the Seller, which shall survive the
closing. The Buyer and the Seller have agreed to indemnify each other for certain breaches of representations, warranties and covenants.
The
Purchase Agreement is included herewith to provide investors and security holders with information regarding its terms. It is not intended
to provide any financial or other information about the Seller and the Buyer or their respective subsidiaries and affiliates. Certain
representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the parties rather than
establishing certain matters as facts. These representations, warranties and covenants contained in the Purchase Agreement, or any description
thereof, are not intended to be relied upon as characterizations of the actual state of facts or condition of Seller, the Buyer or any
of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties
and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in
the Company’s public disclosures.
Item 3.02
Unregistered Sales of Equity Securities
The
information regarding the Equity Consideration set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.02. Any issuance of shares of common stock pursuant to the Purchase Agreement will be undertaken in reliance
upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant
to Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure
On November 9, 2026, the Company issued a press
release titled “Quanome Enters into Agreement for Strategic Investment in QAI Labs, Advancing Quantum Life Sciences Strategy.”
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.
Forward-Looking
Statements
Some
of the information in this Current Report on Form 8-K may contain forward-looking statements. These statements can be identified by the
use of forward-looking terminology including “may,” “believe,” “expect,” “intend,” “anticipate,”
“estimate,” “continue,” “if,” “project,” “outlook,” “will,” “could,”
“should,” or other similar words or the negatives thereof. Forward-looking statements include, among other things, statements
about the ability of the parties to complete the proposed transaction, the satisfaction or waiver of the conditions to closing, and the
expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. You are cautioned
not to place undue reliance on any forward-looking statements, which can be affected by assumptions used or by known risks or uncertainties.
Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in
mind the risk factors noted below and other cautionary statements in this Current Report on Form 8-K. These forward-looking statements
are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including,
among others, risks related to the ability of the parties to complete the proposed transaction on the proposed terms and schedule, including
obtaining required regulatory approvals and satisfying other closing conditions; risks associated with the proposed transaction, such
as the possibility that the anticipated benefits may not be realized even if the transaction is completed; as well as other risks described
in the Company’s filings with the Securities and Exchange Commission. All forward-looking statements speak only as of the date
of this Current Report on Form 8-K and are expressly qualified in their entirety by the foregoing cautionary statements. Unless legally
required, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information,
future events, or otherwise. Unpredictable or unknown factors not discussed herein also could have material adverse effects on forward-looking
statements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Stock Purchase Agreement dated
November 4, 2026, between QUANOME TECHNOLOGIES, INC. and QAI LABS LTD. |
| 99.1 |
|
Press release, issued on November 9, 2026 |
| 104 |
|
Cover Page Interactive Data
File (embedded within the Inline XBRL document). |
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: November 9, 2026 |
By: |
/s/
Yang Li |
| |
Name: |
Yang Li |
| |
Title: |
Chief Executive Officer
and Director |
Exhibit 99.1
Quanome
Enters into Agreement for Strategic Investment in QAI Labs, Advancing Quantum Life Sciences Strategy
All-stock
transactions will give Quanome approximately 5% stake in QAI Labs, the developer of NOVA-3, an AI-enabled platform designed for multi-specific
antibody discovery
New York, Nov. 09, 2026 (GLOBE NEWSWIRE) -- Quanome
Technologies, Inc. (Nasdaq: QNME) (“Quanome” or the “Company”) today announced that it has entered into a definitive
agreement, dated November 4, 2026, for its strategic investment in QAI Labs Ltd. (“QAI Labs” or “QAI”), an early-stage
life sciences technology company developing NOVA-3, an AI-enabled discovery platform designed to combine quantum-computing algorithms
(run on classical simulators) with laboratory testing to advance multi-specific antibody candidates. Under the all-stock transaction,
QAI Labs will issue at closing 31,579 new shares to Quanome, representing approximately 5% equity interest in QAI Labs immediately after
the issuance. In exchange, Quanome will issue at closing 6,541,236 new shares of its common stock to QAI Labs, equal to approximately
19% of Quanome’s outstanding common stock immediately before the issuance, and approximately 15.97% immediately after the issuance. Closing
is subject to customary closing conditions.
The proposed investment may advance
Quanome’s Quantum Life Sciences - Molecular Discovery stream, one of the Company’s four targeted strategic pillars for applying quantum
science and artificial intelligence to high-value industry challenges. QAI Labs brings together a digital discovery platform, a quantum-computing
algorithm program (run on classical simulators) and laboratory research capability in Sugar Land, Texas.
QAI Labs’ NOVA-3 platform is designed
to use AI to assemble and rank multi-specific antibody candidates before laboratory work begins. According to information provided by
QAI, its curated library includes antibody building-block pairs, which may support the evaluation of a broad range of potential molecular
combinations. Its research program is exploring how quantum-enhanced methods may assist selected complex calculations and optimization
problems, with laboratory results designed to feed back into each new molecule design cycle. This integrated loop is intended to help
prioritize candidates for laboratory evaluation and improve the allocation of research resources. QAI Labs remains at an early, pre-commercial
stage, with all molecule candidates require laboratory validation, clinical development and regulatory approval before potential commercialization.
“This investment agreement puts
another of Quanome’s quantum and AI strategy streams into execution,” said Yang Li, Chief Executive Officer of Quanome Technologies.
“QAI Labs is building a more focused engine for early-stage molecular discovery: using advanced computing to identify promising
multi-specific antibody candidates sooner, then validating the strongest designs in the laboratory. The platform aims to improve the
pace and precision of molecule discovery and help create better treatment options for patients. We believe this may represent a compelling
long-term opportunity for us.”
“Our objective is to use AI to
identify and rank promising designs, test where quantum-enhanced approaches can add value to difficult calculations, and validate the
selected outputs in the laboratory,” said Dr. Daniel Feng, Co-Founder of QAI Labs. “Quanome’s investment provides strategic
backing to accelerate the evaluation and continued development of NOVA-3, further expanding the platform’s scientific and partnership
potential.”
Drug discovery begins with an immense
field of possible molecules and a high rate of failure. AI and quantum-enabled methods have the potential to compress design cycles,
sharpen candidate selection and direct laboratory resources toward the molecules that are worth creating and testing. They do not replace
clinical trials or regulatory review, but they can create a more disciplined route from digital design to laboratory validation - and
a faster opportunity to potentially support more patients in medical treatments.
Quanome intends to support QAI Labs’
development through its investment, strategic engagement and relevant relationships across its Scientific Advisory Network and broader
ecosystem. The Company will seek opportunities to strengthen scientific review, technical capability, validation pathways and complementary
life-sciences partnerships as QAI Labs develops its platform. Following closing, the parties intend to pursue a strategic collaboration
in AI-driven drug discovery. QAI Labs continues to operate independently and is not a subsidiary of Quanome.
As part of its investment review, Quanome
considered a third-party valuation report and other relevant factors in evaluating the transaction. The parties assigned the consideration
shares an aggregate negotiated transaction value of US$5.0 million, corresponding to an implied equity valuation of approximately US$100
million for QAI Labs based on the equity interest acquired. The Quanome shares to be issued in the transaction will not be registered
under the Securities Act of 1933, as amended, and will be subject to applicable transfer restrictions.
Ends
Media and Investor Contact
Lauren Callie | investor@quanometech.com
EDITOR’S NOTES
AND ADDITIONAL CONTEXT
About QAI Labs Ltd. QAI Labs
is a Delaware-based life sciences technology company with a laboratory in Sugar Land, Texas. It is developing NOVA-3, an AI-enabled,
laboratory-integrated platform designed to combine artificial intelligence, quantum-computing algorithms (run on classical simulators)
and laboratory testing in the design and evaluation of multi-specific antibody candidates. QAI Labs holds two in-licensed programs, IMT030122
(EpCAM × CD3 × 4-1BB) and IMB030202 (EpCAM × 4-1BB × HSA); both are at an early preclinical stage, and no IND-enabling
studies have commenced. QAI Labs is early-stage and pre-commercial; NOVA-3 has not produced an approved medicine.
NOVA-3 starts with a curated library
of antibody building-block pairs and applies AI and molecular modeling to assemble and rank potential combinations. The platform is designed
to create a repeatable research loop: digital design, laboratory testing and feedback into the next round of designs. The program is
also investigating where quantum-enhanced approaches may assist selected calculations; this work remains experimental.
About Quanome Technologies, Inc.
(Nasdaq: QNME) Quanome Technologies is a U.S.-based company headquartered in New York, New York. The Company is building capabilities
and an investment portfolio at the intersection of quantum technologies, artificial intelligence, advanced simulation and intelligent
systems. Through internal development, strategic relationships and selected investments, Quanome seeks to translate emerging science
into real-world applications across life sciences, cybersecurity, advanced materials, energy, financial systems and other industries
shaped by complex computational challenges. For more information, visit www.quanometech.com.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements
regarding the anticipated strategic benefits of Quanome’s proposed investment in QAI Labs; Quanome’s strategy, portfolio and partnership
development; NOVA-3; AI and quantum-enhanced methods in life sciences; and the future validation, development and potential commercialization
of QAI’s outputs and therapeutic candidates.
These statements are based on current
expectations, estimates, assumptions and projections and are subject to known and unknown risks and uncertainties that could cause actual
results to differ materially. These include QAI’s early stage of development; scientific, technical, intellectual-property and commercialization
risks; the need for financing, laboratory validation, clinical development and regulatory review; the possibility that quantum-enhanced
methods may not produce anticipated benefits; assumptions underlying valuation estimates; and Quanome’s ability to execute its strategy.
Additional risks are described in Quanome’s SEC filings. Forward-looking statements speak only as of the date made, and the Company undertakes
no obligation to update them except as required by law.
