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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):
October 29, 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 7.01. Regulation FD Disclosure.
On October 29, 2026, the Company issued a press release titled “Quanome Receives US$13.5 Million Customer Service Prepayment for
Dedicated AI Inference Services; First Major Financial Milestone Under New AI Computing Business.” 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 29, 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 29, 2026 |
By: |
/s/ Yang Li |
| |
Name: |
Yang Li |
| |
Title: |
Chief Executive Officer and Director |
2
Exhibit 99.1
| FOR IMMEDIATE RELEASE |
 |
Quanome Receives US$13.5 Million Customer Service
Prepayment
for Dedicated AI Inference Services; First Major
Financial Milestone Under New AI Computing Business
First Cash Milestone Payment Under 60-Month
Enterprise Order Supports Procurement
and Build-Out of Dedicated AI Computing Capacity
NEW YORK, NY, Oct. 29, 2026 (GLOBE NEWSWIRE)
-- Quanome Technologies, Inc. (Nasdaq: QNME) (“Quanome” or the “Company”) today announced that XDT Infrastructure
I, LLC (“XDT”), an indirect wholly-owned subsidiary of Quanome, has received its first milestone payment in the amount of
US$13.5 million from an enterprise customer. The payment is the first customer payment toward the prepayment disclosed in Quanome’s
Current Report on Form 8-K filed on October 5, 2026.
Under the customer agreement, the prepayment is
payable in tranches tied to procurement milestones for the servers underlying the customer’s dedicated capacity. XDT intends to
apply the prepayment substantially toward the procurement of the servers and the related build-out of the dedicated capacity.
“Receipt of this first customer payment
is an important commercial milestone for Quanome and our subsidiary team at XDT,” said Yang Li, CEO of Quanome Technologies. “In
a matter of weeks, we have progressed from committing to our initial infrastructure, securing a long-term enterprise order, and receiving
customer funding that supports the build-out of dedicated capacity. Our focus now is delivery, deploying the infrastructure, satisfying
the remaining conditions and preparing to begin service for our new customer.”
Quanome focuses on opportunities across four strategic
pillars: Quantum and AI Systems; Quantum Life Sciences – Molecular Discovery; Advanced Nuclear; and Quantum-Safe Cybersecurity.
XDT is the Company’s commercial AI infrastructure initiative within the Quantum and AI Systems pillar. Through XDT, Quanome is developing
a managed AI computing business that gives enterprise customers access to dedicated computing capacity to run trained AI models and process
new information and generate outputs, all without having to build and operate the underlying infrastructure themselves.
Quanome’s receipt of the US$13.5 million
payment marks the next step in XDT’s commercial development. Quanome first announced an approximately US$18.8 million purchase agreement
for 32 GPU server units in September 2026. It subsequently entered into a second purchase agreement for an additional 32 GPU server units
at an aggregate price of approximately US$18.8 million and announced XDT’s first enterprise customer agreement.
XDT’s initial order with the customer has
a 60-month commitment term commencing on the service-ready date and a total commitment value exceeding US$100 million, payable as a fixed
monthly commitment fee. The monthly commitment is not reduced for usage below committed levels. Service commencement remains subject to
the applicable service-start conditions.
The GPU server units under both purchase agreements
are expected to be delivered to a designated data center in the United States, subject to the applicable commercial, supply-chain and
operational conditions.
Ends.
Media / Investor Relations Contact
www.quanometech.com
investor@quanometech.com
NOTES TO EDITORS
About Quanome Technologies
Quanome Technologies, Inc. (Nasdaq: QNME) focuses
on opportunities across four strategic pillars: 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. XDT is Quanome’s commercial AI infrastructure initiative within the
Quantum and AI Systems pillar. Through XDT, Quanome is developing a managed AI computing business designed to give enterprise customers
access to dedicated computing capacity for running AI applications.
Forward-Looking Statements
This release contains forward-looking statements,
including statements regarding the application and use of customer prepayments; the purchase, delivery and deployment of GPU server units;
the satisfaction of procurement and service-start conditions; the anticipated commencement of services under XDT’s customer agreement;
the expected term, fees and commercial benefits of the initial order; the development and expansion of XDT; and anticipated customer and
revenue opportunities. These statements are based on current plans, assumptions and expectations and involve risks and uncertainties.
Actual results and timing may differ materially due to, among other things, the satisfaction of contractual conditions, customer requirements,
availability and deployment of computing infrastructure, supplier and data-center performance, technical and operational matters, third-party
performance, financing availability, regulatory and export-control requirements, and the accounting treatment of customer payments and
service revenue. There can be no assurance that GPU server units will be delivered on the expected schedule, that services will commence
on the expected timetable, that additional prepayments will be received, that the order will generate the anticipated value, or that XDT
will achieve its intended commercial objectives. Additional risks are 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.