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QTREX Quantum (QTEX) plans $10M direct stock sale to institutions

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

QTREX Quantum Ltd. (QTEX) entered into a Securities Purchase Agreement with institutional investors for a registered direct offering of 11,111,111 ordinary shares at $0.90 per share. The transaction is being conducted under the company’s effective shelf registration statement on Form F-3.

Gross proceeds to QTREX are expected to be about $10 million before fees and expenses. A.G.P./Alliance Global Partners is acting as exclusive placement agent and will receive a 7.0% cash fee, plus up to $50,000 in reimbursed expenses and $12,500 in non-accountable expenses. Closing is expected on or about August 21, 2026, subject to customary conditions.

The company agreed that for 30 days after closing it will not issue or agree to issue additional ordinary shares or equivalents, or file new registration statements, subject to specified exceptions. QTREX plans to use the net proceeds for working capital and general corporate purposes.

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Shares offered 11,111,111 ordinary shares Registered direct offering to institutional investors
Offering price $0.90 per ordinary share Price in the registered direct offering
Gross proceeds approximately $10 million Expected gross proceeds to the company from the offering
Placement agent fee 7.0% Cash fee payable to A.G.P./Alliance Global Partners
Reimbursable expenses cap $50,000 Cap on legal and other expenses reimbursable to placement agent
Non-accountable expenses $12,500 Non-accountable expense payment to placement agent
Lock-up period 30 days Restriction on new share issuances and registrations after closing
Expected closing date on or about August 21, 2026 Anticipated closing of the registered direct offering
registered direct offering financial
"for the purchase and sale of 11,111,111 ordinary shares in a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
shelf registration statement regulatory
"in connection with a takedown from the Company’s shelf registration statement on Form F-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
placement agent financial
"A.G.P./Alliance Global Partners is acting as the sole placement agent for the Offering"
A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.
Form F-3 regulatory
"pursuant to a registration statement on Form F-3 (File No. 333-289324)"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.
forward-looking statements regulatory
"This press release contains express or implied forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Type shelf
Use of Proceeds Net proceeds are intended for working capital and general corporate purposes.

FAQ

What is QTEX (QTREX Quantum Ltd.) raising in this new offering?
QTREX Quantum Ltd. is raising approximately $10 million in gross proceeds through a registered direct offering of 11,111,111 ordinary shares at $0.90 per share to institutional investors.

What are the key terms of QTEX’s registered direct offering?
QTREX will sell 11,111,111 ordinary shares at $0.90 per share for expected gross proceeds of about $10 million. A.G.P./Alliance Global Partners is exclusive placement agent, earning a 7.0% cash fee plus specified expenses.

When is the QTEX registered direct offering expected to close?
The closing of QTREX Quantum Ltd.’s registered direct offering is expected to occur on or about August 21, 2026, subject to the satisfaction of customary closing conditions described in the agreements.

How will QTEX use the proceeds from this $10 million offering?
QTREX Quantum Ltd. states that it intends to use the net proceeds from the approximately $10 million registered direct offering for working capital and general corporate purposes.

What lock-up or issuance restrictions did QTEX agree to after the offering?
QTREX agreed that for 30 days after closing it will not issue, agree to issue, or announce issuances of ordinary shares or equivalents, or file registration statements or amendments, subject to specified exceptions in the Purchase Agreement.

Under which registration statement is the QTEX offering being made?
The ordinary shares in the QTREX offering are being sold under the company’s shelf registration statement on Form F-3 (File No. 333-289324), which was declared effective by the SEC on December 12, 2025, along with a related prospectus supplement.

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Form 6-K: How Foreign Companies Report to the SEC →

 

 

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 August 2026 (Report No. 3)

 

Commission File Number: 001-40303

 

Qtrex Quantum Ltd.

(Translation of registrant’s name into English)

 

2 Ilan Ramon St.

Ness-Ziona 7403635, Israel

(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

 

 

 

 

 

  

CONTENTS

 

On August 20, 2026, Qtrex Quantum Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Purchasers 11,111,111 of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), at an offering price of $0.90 per ordinary share (the “Registered Direct Offering”).

  

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. In addition, pursuant to the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Share equivalents, or file any registration statement or any amendment or supplement thereto, for a period of 30 days after the closing of the Registered Direct Offering, subject to certain exceptions.

 

The Ordinary Shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-289324) (the “Registration Statement”), previously filed and declared effective by the Securities and Exchange Commission (the “Commission”) on December 12, 2025, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated August 20, 2026.

 

1

 

 

On August 20, 2026, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”), pursuant to which the Company engaged A.G.P. as the exclusive placement agent in connection with the Registered Direct Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a placement agent fee in cash equal to seven percent (7.0%). The Company agreed to reimburse the Placement Agent at closing for legal and other expenses incurred by them in connection with the offering in an amount not to exceed $50,000, and to pay non-accountable expenses in the amount of $12,500.

 

The foregoing summaries of the Placement Agency Agreement and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1 and 10.2, respectively, hereto and incorporated by reference herein. A copy of the press release related to the Registered Direct Offering entitled “QTREX Announces Pricing of a $10 Million Registered Direct Offering of Ordinary Shares,” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

 

This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

A copy of the opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.) relating to the legality of the issuance and sale of the Ordinary Shares is filed as Exhibit 5.1 hereto.

 

This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (Registration Nos. 333-284308, 333-289324 and 333-296482) and Form S-8 (Registration Nos. 333-297590, 333-259057, 333-277980, 333-285565, 333-290162 and 333-292592), filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Exhibit No.   Description
5.1   Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.)
10.1   Placement Agency Agreement, dated as of August 20, 2026, by and between the Company and A.G.P./Alliance Global Partners.
10.2   Form of Securities Purchase Agreement, dated as of August 20, 2026, by and between the Company and the purchasers party thereto.
23.1   Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in Exhibit 5.1).
99.1   Press Release issued by Qtrex Quantum Ltd. on August 20, 2026, titled “QTREX Announces Pricing of a $10 Million Registered Direct Offering of Ordinary Shares.”

 

2

 

 

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.

 

  Qtrex Quantum Ltd.
     
Date: August 20, 2026 By:  /s/ Dagi Ben-Noon
    Name:  Dagi Ben-Noon
    Title: Chief Executive Officer

 

3

 

Exhibit 99.1

 

QTREX Announces Pricing of a $10 Million Registered Direct Offering of Ordinary Shares

 

The financing was led by continued support of an existing institutional investor along with participation from a new global institutional investor

 

Nes Ziona, Israel, August 20, 2026 (GLOBE NEWSWIRE) -- QTREX Quantum Ltd. (Nasdaq: QTEX) (“QTREX” or the “Company”) a company focused on advancing Additively Manufactured Electronics for quantum computing infrastructure, today announced that it has entered into a definitive securities purchase agreement with an existing institutional investor as well as a new global institutional investor for the purchase and sale of 11,111,111 ordinary shares in a registered direct offering (the “Offering”). The gross proceeds to the Company from the Offering are expected to be approximately $10 million, before deducting placement agent fees and other estimated offering expenses.

 

The closing of the Offering is expected to occur on or about August 21, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

 

The Offering includes continued participation from a prominent global institutional investor alongside a new institutional investor that is part of a well-established global investment management firm with a multi-decade track record.

 

A.G.P./Alliance Global Partners is acting as the sole placement agent for the Offering.

 

The ordinary shares are being offered and sold pursuant to a prospectus supplement to be filed with the Securities and Exchange Commission (“SEC”) in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-289324), including a base prospectus, previously filed with the SEC on August 6, 2025, as amended on November 25, 2025, which was declared effective by the SEC on December 12, 2025. The Offering is being made only by means of a prospectus supplement and accompanying prospectus which are a part of the effective registration statement. A prospectus supplement and the accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About QTREX Quantum

 

QTREX Quantum Ltd. (Nasdaq: QTEX) is a technology company focused on advanced connectivity and electronics manufacturing solutions for next-generation hardware markets. Following its acquisition of the AME platform, the Company is developing high-density, thermally optimized quantum connectivity solutions for dilution cryostats and advancing AME applications for defense, aerospace, missile, space, and other mission-critical environments. The Company also continues to advance its medical technology portfolio, including respiratory support and blood monitoring platforms, while actively working to monetize certain parts of the medical business.

 

For more information, please visit: www.q-trex.com

 

Forward-Looking Statement Disclaimer

 

This press release contains express or implied forward-looking statements pursuant to U.S. Federal securities laws. These forward-looking statements are based on the current expectations of the management of the Company only and are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. For example, the Company is using forward-looking statements when it discusses the receipt and use of proceeds from the Offering; and the filing of a prospectus supplement and the accompanying prospectus relating to the Offering. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements. More detailed information about the risks and uncertainties affecting the Company is contained under “Risk Factors” in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on March 26, 2026.

 

Company Contact

 

QTREX Quantum

 

Email: info@q-trex.com

 

Phone: +972-9-9664485

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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