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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):
July 1, 2026
Quantum Cyber N.V.
(Exact Name of Registrant as Specified in its
Charter)
| The Netherlands |
|
001-41010 |
|
N/A |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1501 Belvedere Road Suite 500, West Palm Beach,
FL 33406
(Address of Principal Executive Offices) (Zip
Code)
+1 (561) 562-4111
(Registrant’s telephone number,
including area code)
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 Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange On Which Registered |
| Ordinary Shares, nominal value €0.01 per share |
|
QUCY |
|
Nasdaq Capital Market |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Employment Agreement with Peter O’Rourke
On July 6, 2026 (the “Effective
Date”), the Board of Directors (the “Board”) of Quantum Cyber N.V.(the “Company”) approved, and Quantum
Drones Corporation (“Quantum Drones”), a wholly owned subsidiary of the Company, entered into, an executive employment agreement
with Peter O’Rourke (the “Employment Agreement”), effective as of July 1, 2026, pursuant to which Mr. O’Rourke
shall serve as the President of Quantum Drones. The Employment Agreement provides for an initial term of twelve months commencing on the
Effective Date, followed by six automatic renewal periods unless either party provides at least 21 days prior written notice of non-renewal
pursuant to the terms of the Employment Agreement.
Pursuant to the Employment
Agreement, Mr. O’Rourke will receive a monthly base salary of $20,833.33 (the “Base Salary”), less applicable taxes
and withholdings and $50,000, which Mr. O’Rourke previously received or shall receive for services rendered as a director of the
Company, as such, reducing Mr. O’Rourke’s Base Salary for the remainder of 2026 to $16,666.67 per month. Pursuant to the terms
of the Employment Agreement, Quantum Drones shall review the Base Salary at least annually for merit, performance, and market competitiveness
and following such review, Quantum Drones may increase the Base Salary in its discretion, taking into consideration Executive’s
performance, responsibilities, and prevailing market compensation for similarly situated executives. The Employment Agreement further
provides that Mr. O’Rourke shall be granted stock options to purchase up to 112,859 ordinary shares of the Company, at an exercise
price of $1.45 per share.
In the event of termination by Mr. O’Rourke for Good Reason (each
as defined in the Employment Agreement), Mr. O’Rourke will be entitled to receive: (i) accrued compensation through the termination
date; (ii) unreimbursed expenses; and (iii) accrued benefits under Quantum Drones’ benefit plan (the “Accrued Obligations”).
In the event of termination by Quantum Drones without Cause, Quantum Drones shall provide Mr. O’Rourke with severance in the form
of continuation of his Base Salary for one month following the termination date, in addition to the Accrued Obligations.
The Employment Agreement also
contains customary provisions relating to, among other things, confidentiality, non-competition, non-solicitation, non-interference and
non-disparagement.
The foregoing description
of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Appointment of Louis Buffalino
Effective as of July 1, 2026, to fill vacancy in
the composition of the Board, the Board of the Company appointed Louis Buffalino to serve as a director until the annual general meeting
of the Company to be held in 2027 or until Mr. Buffalino’s successor is duly elected and qualified, or his earlier death, resignation
or removal. Mr. Buffalino has also been appointed to each of the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee of the Board. Mr. Buffalino will receive the Company’s standard compensation for non-employee directors, which
is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June
1, 2026. The Board has affirmatively determined that Mr. Buffalino qualifies as an independent director under the listing standards of
the Nasdaq Stock Market.
Louis Buffalino has served as a director of the
Board since July 2026. Prior to Mr. Buffalino’s service on the Board, Mr. Buffalino has served as Senior Vice President at Cushman
& Wakefield, a global Real Estate Services firm, from September 2012 to 2024. From December 2019 to September 2024, Mr. Buffalino
chaired the Nominating and Governance Committee and sat on the Audit and Compensation Committees of Blink Charging Inc. From August 2021
to September 2022, Mr. Buffalino served as a Board Member and Chief Operating Officer of CleanTech Acquisition. Mr. Buffalino received
a Bachelor of Arts in Public Administration & Humanities from Providence College.
There are no arrangements or understandings between
Mr. Buffalino and any other person pursuant to which Mr. Buffalino was named a director of the Company. Mr. Buffalino does not have any
direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation
S-K promulgated under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Exhibit |
| 10.1 |
|
Employment Agreement, dated July 6, 2026, by and between Quantum Drones Corporation and Peter O’Rourke |
| 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.
| |
Quantum Cyber N.V. |
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|
|
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By: |
/s/ William Caragol |
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Name: |
William Caragol |
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Title: |
Chief Financial Officer |
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|
|
| Dated: July 6, 2026 |
|
|
