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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): September 16, 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 and Zip Code)
(778)
888-7232
(Registrant’s
telephone number, including area code)
1475
Thorndale Avenue, Suite A
Itasca,
Illinois 60143
(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 (see General Instruction A.2. below):
| ☐ |
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 Securities Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value US$0.0001 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.
Purchase and Sale
Agreement
On September 16, 2026,
Quanome Technologies, Inc. (the “Company”) entered into a Purchase and Sale Agreement and related purchase order (collectively,
the “Purchase Agreement”) with Compal Electronics, Inc. (the “Supplier”) for the purchase of 32 GPU server units
for an aggregate purchase price of approximately US$18.8 million.
Under the Purchase Agreement,
the Company is required to make an initial payment equal to 20% of the aggregate purchase price following acceptance of the purchase order,
with the remaining 80% payable prior to shipment, subject to the satisfaction of the applicable delivery and other conditions set forth
in the Purchase Agreement. The GPU servers are expected to be delivered to a designated data center location in the United States. The
Purchase Agreement contains customary provisions relating to delivery, title and risk of loss, inspection and acceptance, warranty coverage,
remedies for non-conforming products, and termination and refund rights in certain circumstances. The Supplier is also required to provide
certain commercially customary warranty and replacement support with respect to the GPU servers, subject to the terms and limitations
set forth in the Purchase Agreement.
The completion of the
purchase remains subject to a number of conditions, including the Company’s payment obligations, the Supplier’s ability to
complete production and delivery, applicable product registration and supply-chain requirements, and other customary commercial and operational
conditions.
The foregoing description
of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase
Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
Separately, the Company
currently intends to deploy the GPU servers in connection with the development of its artificial intelligence computing infrastructure
business.
Forward-Looking
Statements
This Current Report on
Form 8-K contains forward-looking statements, including, without limitation, statements regarding the anticipated purchase, delivery,
deployment and utilization of the GPU servers and the Company’s plans for its artificial intelligence computing infrastructure business.
These forward-looking statements are based on the Company’s current plans, assumptions, beliefs and expectations and involve risks
and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements
as a result of these risks and uncertainties, which include, without limitation, risks relating to financing availability, supplier performance,
production and delivery conditions, regulatory requirements, technical or operational matters, third-party performance, and other conditions
relating to the transaction. There can be no assurance that the GPU servers will be delivered on the anticipated schedule, that the transactions
contemplated by the Purchase Agreement will be completed as currently contemplated, or that the Company will successfully deploy or utilize
the GPU servers for their intended purposes. Additional information regarding risks and uncertainties faced by the Company is and will
continue to be contained in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by applicable law.
SIGNATURE
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.
Dated:
September 21, 2026
| |
Quanome Technologies, Inc. |
| |
|
|
| |
By: |
/s/ Yang Li |
| |
|
Yang Li |
| |
|
Chief Executive Officer |
