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):
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).
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.
On November 12, 2026, Quantum Cyber N.V., a company
organized under the laws of the Netherlands (the “Company”), issued a press release announcing the Company’s financial
results for the fiscal quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The information in this Item 2.02, including Exhibit
99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities under that section, nor shall it be deemed
to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or
after the date hereof and regardless of any general incorporation language in such filing.
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.
Exhibit 99.1
Quantum Cyber Reports First Revenue of ~$1.0
Million and Announces $8.0 Million
Funding Commitment From Chief Executive Officer David Lazar
Third Quarter 2026 Form 10-Q Highlights:
| ● | Four customers each accounting for 10% or more of quarterly
revenue, with no single customer representing more than 15% |
| ● | Bridgeport facility operational, including the installation
of an 80-unit 3D printing production farm in August 2026 |
| ● | Project LightShift quantum antenna license field of use expanded
by November 6, 2026 amendment to include unmanned surface and underwater vehicles, maritime platforms, homeland security, and law enforcement
applications |
| ● | Settlement of the Boustead Securities, LLC action and the
related FINRA arbitration for $250,000, with termination of Boustead’s April 2021 engagement letter, including the related tail
and right of first refusal on future financings |
| ● | Shareholders’ equity of approximately $16.2 million
at September 30, 2026, up from $0.6 million at December 31, 2025, an increase of approximately 2,600%, with approximately $15.2 million
of year-to-date proceeds from the exercise of warrants |
| ● | No shares sold under the Company’s at-the-market registration
statement through November 12, 2026 |
NORWALK, Connecticut, November 12, 2026 --
Quantum Cyber N.V. (Nasdaq: QUCY) (“Quantum Cyber” or the “Company”), a Nasdaq-listed autonomous defense technology
company assembling an AI-powered System-of-Systems platform for drone warfare, counter-UAS, and border security applications, today announced
that it has filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 with the U.S. Securities and Exchange Commission.
The filing reports the Company’s first revenue since its strategic pivot to autonomous defense and discloses an $8.0 million funding
commitment from the Company’s Chief Executive Officer and Chair of the Board, David Lazar.
“The third quarter of 2026 is the quarter
in which Quantum Cyber crossed from a pre-revenue strategy into an operating company,” said David Lazar. “We generated our
first revenue, we installed the first production equipment at our Bridgeport facility, and we resolved a legacy legal claim that had overhung
our capital structure. In the Company’s view, each of these is a building block toward the vertically integrated autonomous defense
manufacturer we have described to the market.”
“The $8.0 million funding commitment I provided
to the Company on November 11, 2026 is intended to reinforce the balance sheet while we complete the build-out of the Bridgeport facility
and continue to advance the Project LightShift quantum antenna program under our newly expanded field of use. We believe Quantum Cyber
is entering 2027 as an operating, revenue-generating business with the manufacturing footprint, the technology licenses, and the capital
on hand to execute the next phase of its plan.”
~$1.0 Million of First Revenue From Continuing Operations
For the three months ended September 30, 2026,
the Company reported $966,833 of revenue, compared with no revenue from continuing operations in the first and second quarters of 2026
and in the prior-year periods. The revenue was generated by the precision metal stamping and fabrication business operating out of the
Company’s Bridgeport, Connecticut facility, which the Company acquired on July 15, 2026 from Arcade Technology LLC and Arcade Realty
LLC. Revenue was spread across three product lines, electrical components, tooling, and general metal stamping products, with four customers
each accounting for between 10% and 15% of quarterly revenue.
In the Company’s view, the transition from
a pre-revenue platform-development story to an operating business with inventory, accounts receivable, manufacturing assets, and a diversified
customer base in a single quarter represents a meaningful inflection point in the execution of its vertical integration strategy.
$8.0 Million Funding Commitment From Chief Executive Officer
On November 11, 2026, Mr. Lazar provided the Company
with a funding commitment of up to $8.0 million through November 30, 2027. The Company believes the commitment is intended to supplement
its working capital as it continues to build out its autonomous defense manufacturing capacity at the Bridgeport facility and to advance
its Quantum Drones programs. A copy of the Funding Commitment Letter is filed as Exhibit 10.4 to the Form 10-Q.
Bridgeport Facility Operational
The Company’s Bridgeport facility continues
to operate as the revenue-generating Arcade Metal Stamping business while the Company builds out the site for drone manufacturing. In
August 2026, the Company completed the installation of an 80-unit 3D printing production farm at the facility. The Company currently expects
to begin manufacturing and selling drones in early 2027, subject to further build-out of production lines, procurement of equipment, and
completion of commercial prototypes.
At September 30, 2026, the Company’s balance
sheet reflected approximately $2.78 million of property, plant and equipment, $929,606 of inventory, $643,386 of accounts receivable,
and $534,000 of goodwill, substantially all associated with the Bridgeport operations. These line items did not appear on the Company’s
December 31, 2025 or March 31, 2026 balance sheets.
Expansion of the Quantum Antenna License Field of Use
On November 6, 2026, the Company’s wholly
owned subsidiary, Quantum Drones Corporation, and Project LightShift, Inc. entered into a First Amendment to their June 2026 exclusive
worldwide license agreement covering Project LightShift’s patent-protected quantum photonic array, or quantum antenna, technology.
The First Amendment expands the licensed field of use beyond unmanned aerial vehicles to also include unmanned surface and underwater
vehicles, maritime platforms, homeland security, and law enforcement applications. The Company believes this expansion materially broadens
the addressable market for the licensed quantum antenna technology across air, land, and sea autonomous platforms.
Resolution of Legacy Boustead Claims
On October 15, 2026, the Company entered into
a Settlement Agreement and General Release with Boustead Securities, LLC resolving the action filed by the Company in the Supreme Court
of the State of New York, New York County, and the related FINRA arbitration previously initiated and withdrawn by Boustead. Under the
agreement, Quantum Drones Corporation paid Boustead $250,000, and the parties agreed to mutual general releases. The Boustead Settlement
Agreement also terminates Boustead’s April 2021 engagement letter with the Company, including any related rights to fees, compensation,
right of first refusal, or tail compensation in connection with any future financing or transaction by the Company. In the Company’s
view, this removes a legacy overhang from its capital structure and future financing activities.
Balance Sheet
At September 30, 2026, the Company reported total
assets of approximately $18.8 million, total shareholders’ equity of approximately $16.2 million, and cash and marketable securities
of approximately $5.0 million. Shareholders’ equity at December 31, 2025 was approximately $0.6 million, representing an increase
of approximately 2,600% over the period. During the nine months ended September 30, 2026, the Company received approximately $22.2 million
of net proceeds from financing activities, including approximately $15.2 million from the exercise of warrants and $6.0 million from the
issuance of preferred shares.
On October 9, 2026, the Company entered into the
Titan Sales Agreement, an at-the-market offering facility providing for the sale of up to $100 million of the Company’s ordinary
shares through Titan Partners Securities LLC as sales agent. Through November 12, 2026, the Company had not sold any shares under the
Titan Sales Agreement.
About Quantum Cyber N.V.
Quantum Cyber N.V. (Nasdaq: QUCY) is assembling
an AI-powered, quantum-accelerated System-of-Systems autonomous defense platform that integrates drone warfare, counter-UAS, autonomous
naval mine countermeasures, EMP shielding, anti-drone ammunition, command-and-control, and quantum antenna applications under a single
Nasdaq-listed company. The Company acquires, licenses, and develops combat-proven autonomous technologies, deploying them as a coordinated,
multi-domain portfolio across air, land, and sea. For more information, visit www.quantum-cyber.ai.
Forward-Looking Statements
Certain statements made in this press release
are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “intend,” “outlook,” and “project”
and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such
forward-looking statements relate to, among other things, the Company’s ability to continue generating revenue from the Arcade Metal
Stamping business; the drawdown, availability, and sufficiency of the $8.0 million funding commitment from the Chief Executive Officer;
the Company’s expected timing for commencing drone manufacturing at the Bridgeport facility; the Company’s ability to commercialize
the quantum antenna technology licensed from Project LightShift in the expanded field of use; the continued development of the Quantum
Drones business; the sufficiency of the Company’s balance sheet and liquidity; the finality of the Boustead settlement; and the
Company’s strategy as a vertically integrated autonomous defense manufacturer. These forward-looking statements reflect the current
analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying
on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s expectations
or projections. Additional information concerning these and other factors may be found in the Company’s filings with the SEC, including
its Annual Report on Form 10-K filed on March 31, 2026, its Quarterly Reports on Form 10-Q, and its subsequent filings with the SEC. The
Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov. Any forward-looking statement made by the
Company in this press release is based only on information currently available and speaks only as of the date on which it is made. The
Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments,
or otherwise, except as required by law.
Investor Relations Contact
Arx Investor Relations
North American Equities Desk
qucy@arxhq.com
QUANTUM CYBER N.V.
Condensed Consolidated Balance Sheets
| | |
September 30,
2026 | | |
December 31,
2025 | |
| (Unaudited) | |
| | |
| |
| ASSETS | |
| | |
| |
| Current Assets | |
| | |
| |
| Cash | |
$ | 4,860,697 | | |
$ | 701,602 | |
| Marketable securities | |
| 132,003 | | |
| — | |
| Accounts receivable, net | |
| 643,386 | | |
| — | |
| Inventories | |
| 929,606 | | |
| — | |
| Prepaid expenses and other current assets | |
| 1,794,448 | | |
| 466,743 | |
| Assets of discontinued operations, held for sale | |
| 292,448 | | |
| 3,045,627 | |
| Total current assets | |
| 8,652,588 | | |
| 4,213,972 | |
| | |
| | | |
| | |
| Property, plant and equipment, net | |
| 2,782,050 | | |
| — | |
| Intangible assets, net | |
| 6,447,064 | | |
| 1,113,424 | |
| Operating lease right-of-use asset | |
| 349,583 | | |
| — | |
| Goodwill | |
| 534,000 | | |
| — | |
| Total assets | |
$ | 18,765,285 | | |
$ | 5,327,396 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 1,422,870 | | |
$ | 369,771 | |
| Intellectual property acquisition liability | |
| 750,000 | | |
| 487,785 | |
| Operating lease liabilities, current portion | |
| 55,960 | | |
| — | |
| Liabilities of discontinued operations, held for sale | |
| 89,737 | | |
| 3,828,240 | |
| Total current liabilities | |
| 2,318,567 | | |
| 4,685,796 | |
| | |
| | | |
| | |
| Operating lease liabilities, net of current portion | |
| 294,982 | | |
| — | |
| Total liabilities | |
| 2,613,549 | | |
| 4,685,796 | |
| | |
| | | |
| | |
| Shareholders’ equity | |
| | | |
| | |
| Series D Preferred shares | |
| 10,280 | | |
| — | |
| Series E Preferred shares | |
| 11,744 | | |
| — | |
| Ordinary shares | |
| 1,004,145 | | |
| 107,820 | |
| Additional paid-in capital | |
| 141,507,845 | | |
| 106,053,809 | |
| Accumulated deficit | |
| (126,382,278 | ) | |
| (104,902,375 | ) |
| Accumulated other comprehensive loss | |
| — | | |
| (617,654 | ) |
| Total shareholders’ equity | |
| 16,151,736 | | |
| 641,600 | |
| | |
| | | |
| | |
| Total liabilities and shareholders’ equity | |
$ | 18,765,285 | | |
$ | 5,327,396 | |
QUANTUM CYBER N.V.
Condensed Consolidated Statements of Comprehensive
Loss
| | |
Three months ended September 30, | | |
Nine months ended September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| (Unaudited) | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 966,833 | | |
$ | — | | |
$ | 966,833 | | |
$ | — | |
| Cost of revenue | |
| 873,243 | | |
| — | | |
| 873,243 | | |
| — | |
| Gross profit | |
| 93,590 | | |
| — | | |
| 93,590 | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Sales and marketing | |
| 771,150 | | |
| 434,827 | | |
| 2,511,523 | | |
| 2,453,249 | |
| Research and development | |
| 1,255,029 | | |
| 39,318 | | |
| 1,575,901 | | |
| 229,344 | |
| In-process research and development | |
| — | | |
| — | | |
| 4,258,449 | | |
| — | |
| General and administrative | |
| 2,929,422 | | |
| 692,590 | | |
| 9,160,832 | | |
| 2,859,742 | |
| Total operating expenses | |
| 4,955,601 | | |
| 1,166,735 | | |
| 17,506,705 | | |
| 5,542,335 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (4,862,011 | ) | |
| (1,166,735 | ) | |
| (17,413,115 | ) | |
| (5,542,335 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Other income | |
| 197,744 | | |
| 5,830 | | |
| 232,189 | | |
| 25,707 | |
| Change in fair value of convertible debt | |
| — | | |
| — | | |
| — | | |
| 21,000 | |
| Interest expense | |
| (3,146 | ) | |
| (42,880 | ) | |
| (25,529 | ) | |
| (133,817 | ) |
| Other expense | |
| (252,756 | ) | |
| (4,249 | ) | |
| (271,629 | ) | |
| (28,031 | ) |
| Total other expense, net | |
| (58,158 | ) | |
| (41,299 | ) | |
| (64,969 | ) | |
| (115,141 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before income taxes | |
| (4,920,169 | ) | |
| (1,208,034 | ) | |
| (17,478,084 | ) | |
| (5,657,476 | ) |
| Income tax provision | |
| — | | |
| — | | |
| — | | |
| — | |
| Loss from continuing operations | |
| (4,920,169 | ) | |
| (1,208,034 | ) | |
| (17,478,084 | ) | |
| (5,657,476 | ) |
| Loss from discontinued operations | |
| (461,272 | ) | |
| (1,711,312 | ) | |
| (4,001,819 | ) | |
| (5,744,594 | ) |
| Net loss | |
$ | (5,381,441 | ) | |
$ | (2,919,346 | ) | |
$ | (21,479,903 | ) | |
$ | (11,402,070 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Comprehensive loss: | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| (5,381,441 | ) | |
| (2,919,346 | ) | |
| (21,479,903 | ) | |
| (11,402,070 | ) |
| Foreign currency translation adjustment | |
| (10,371 | ) | |
| (19,845 | ) | |
| (76,150 | ) | |
| 3,878 | |
| Reclassification upon liquidation of foreign subsidiary | |
| 10,371 | | |
| — | | |
| 693,804 | | |
| — | |
| Total comprehensive loss | |
$ | (5,381,441 | ) | |
$ | (2,939,191 | ) | |
$ | (20,862,249 | ) | |
$ | (11,398,192 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted loss per ordinary share: | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (0.08 | ) | |
$ | (0.42 | ) | |
$ | (0.69 | ) | |
$ | (2.30 | ) |
| Loss from continuing operations | |
$ | (0.08 | ) | |
$ | (0.17 | ) | |
$ | (0.56 | ) | |
$ | (1.14 | ) |
| Loss from discontinued operations | |
$ | (0.01 | ) | |
$ | (0.24 | ) | |
$ | (0.13 | ) | |
$ | (1.16 | ) |
| Weighted average number of ordinary shares outstanding | |
| 63,676,333 | | |
| 7,003,264 | | |
| 31,298,958 | | |
| 4,947,775 | |
5