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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):
June 26, 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 1.01 Entry into a Material Definitive
Agreement.
Asset Purchase Agreement
On June 26, 2026, Quantum Drones Corporation (“Quantum
Drones”), a Nevada corporation and wholly-owned subsidiary of Quantum Cyber N.V. (the “Company”), entered into an Asset
Purchase Agreement (the “APA”) with Arcade Technology LLC, a Connecticut limited liability company (“Arcade Technology”),
pursuant which, subject to the terms and conditions set forth therein, Quantum Drones agreed to purchase from Arcade Technology substantially
all the assets of Arcade Technology used in Arcade Technology’s business of providing precision metal stamping services as well
as tool design and manufacturing services under the trade name Arcade Metal Stamping (the “Business”), including the trade
name “Arcade Metal Stamping,” inventory, furniture, equipment, intellectual property, customer contracts and lists, permits
and licenses, phone numbers and email lists, assigned contracts, and goodwill (collectively, the “Acquired Assets”), which
excludes the Excluded Assets and Excluded Liabilities (each as defined in the APA) (collectively, the “Arcade Technology Acquisition”).
In consideration of the Acquired Assets, Quantum Drones agreed to pay $900,000 to Arcade Technology plus the value of the non-defective,
non-obsolete inventory of the Business. The aggregate consideration for the Business and Property (as defined herein) is $3,200,000, prior
to adjustments or inventory value accounting, which aggregate consideration may be reallocated between the APA and PSA (as defined herein)
provided the aggregate purchase price equals $3,200,000.
The closing of the Arcade Technology Acquisition
is expected to occur on the third business day following expiration of the due diligence period (or such earlier date as agreed to by
the parties) (the “Closing”), and is subject to certain closing conditions, including (i) the satisfactory completion of Quantum
Drones’ due diligence investigation of Arcade Technology, the Business and the Acquired Assets during a ten-day due diligence period,
(ii) Quantum Drones’ receipt of a notice from the Connecticut Department of Revenue Services regarding sales and use tax clearance
requirements (or, alternatively, withholding of an estimated escrow amount from the Purchase Price pending receipt of such notice), and
(iii) the simultaneous closing of the Property Acquisition (as defined below). The APA contains certain representations and warranties,
termination provisions, covenants and indemnities customary for similar transactions. In addition, the APA provides that the APA may be
terminated by Quantum Drones in its sole and absolute discretion during the due diligence period.
In connection with the execution of the APA, Quantum
Drones entered into certain ancillary agreements, including employment agreements for certain employees of Arcade Technology. In addition,
pursuant to the APA, Arcade Technology granted to Quantum Drones a license (the “License”) to (i) dropship equipment to, and
store such equipment at, 38 Union Avenue, Bridgeport, Connecticut (the “Property”) and (ii) set-up and prepare Quantum Drones’
equipment in consideration for $10,000 per month. The License may be terminated upon the earlier of (i) the Closing and (ii) Arcade Technology’s
written notice to Quantum Drones that it is terminating the License, provided such notice must be given at least 30 days in advance and
cannot be provided prior to termination of the APA.
The foregoing summary of the Arcade Technology
Acquisition and the terms and conditions of the APA is subject to, and is qualified in its entirety by, the full text of the APA, which
is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Purchase and Sale Agreement
On June 26, 2026, in connection with the Arcade
Technology Acquisition, Quantum Drones entered into a Purchase and Sale Agreement (the “PSA”) with Arcade Realty LLC, a Connecticut
limited liability company (“Arcade Realty”), for the acquisition of the Property, for an aggregate purchase price equal to
$2,300,000 (the “Property Acquisition”). Quantum Drones delivered a deposit of $300,000 to the escrow agent in connection
with the PSA (the “Deposit”).
The closing of the Property Acquisition is expected
to occur simultaneously with the Closing of the Arcade Technology Acquisition, and is subject to certain customary closing conditions,
including the simultaneous closing of the Arcade Technology Acquisition. The PSA contains certain representations and warranties, covenants,
events of default provisions and indemnities customary for similar transactions; provided, however, that the representations and warranties
of Arcade Realty and Quantum Drones do not survive the closing. The Property will be conveyed on an “as-is, where-is, with all faults”
basis, except as otherwise expressly provided in the PSA.
In connection with the closing of the Property
Acquisition, Arcade Realty has agreed to place into escrow $250,000 (the “Escrow Funds”) to indemnify Quantum Drones for (i)
breaches of the PSA by Arcade Realty, (ii) breaches of the APA by Arcade Technology, (iii) sales and use tax liability of Arcade Technology
under the APA, if any, and (iv) the cost to remediate environmental conditions at the Property to the extent recommended by Quantum Drones’
licensed environmental professional. Claims under items (i) through (iii) are subject to a cap of $30,000 and must be submitted within
60 days following closing. In no event shall Arcade Realty’s liability for remediation costs exceed the Escrow Funds.
The foregoing summary of the Property Acquisition
and the terms and conditions of the PSA is subject to, and is qualified in its entirety by, the full text of the PSA, which is attached
hereto as Exhibit 10.2 and incorporated herein by reference.
Amendment No. 2 to BP Intellectual Property
License Agreement
On July 1, 2026, the Company entered into that
certain Amendment No. 2 (“Amendment No. 2”), which amends that certain Intellectual Property License Agreement (as amended,
the “IP Agreement”), dated as of May 12, 2026, as amended by Amendment No. 1 on June 1, 2026 (“Amendment No. 1”),
by and between the Company and BP United, Inc. (“BP United”). Prior to Amendment No. 2, the IP Agreement provided for the
Company’s reimbursement of BP United’s costs in connection with certain of the Company’s manufacturing operations in
an aggregate amount of $1,000,000 (the “Reimbursement”). Pursuant to Amendment No. 2, the Reimbursement shall be removed in
its entirety to provide for a one-time cash payment to BP United in an aggregate amount of $1,000,000, in consideration of BP United’s
agreement to provide certain Technical Assistance (as defined in Amendment No. 1).
The foregoing description of Amendment No. 2 does
not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed hereto as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On June 29, 2026, the Company issued a press release announcing the
Arcade Technology Acquisition and the Property Acquisition. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Asset Purchase Agreement, dated June 26, 2026, by and between Quantum Drones Corporation and Arcade Technology LLC. |
| 10.2* |
|
Purchase and Sale Agreement, dated June 26, 2026, by and between Arcade Realty LLC and Quantum Drones Corporation. |
| 10.3 |
|
Amendment No. 2 to Intellectual Property License Agreement, dated as of July 1, 2026, by and between Quantum Cyber N.V. and BP United, Inc. |
| 99.1 |
|
Press Release, dated June 29, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain of the schedules (and similar attachments) to this exhibit
have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended, because they do not
contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the
disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon
its request. |
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. |
| |
|
|
| |
By: |
/s/ William Caragol |
| |
Name: |
William Caragol |
| |
Title: |
Chief Financial Officer |
| |
|
|
| Dated: July 1, 2026 |
|
|
3
Exhibit 99.1
Quantum Cyber Signs Definitive Agreements to
Acquire U.S.-Based Manufacturing
Facility in Bridgeport, Connecticut
Quantum Drones Corporation Executes Definitive
Agreements for $3.2 Million Acquisition
of Approximately 50,000-Square-Foot Industrial Facility and Installed Manufacturing
Equipment;
Advances Company’s Transition From Technology Licensing to Vertically
Integrated Domestic Defense Manufacturing
WEST PALM BEACH, Florida, June 29, 2026 (GLOBE NEWSWIRE) -- 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 its wholly owned subsidiary, Quantum Drones Corporation, has signed definitive agreements to acquire the real property and the installed
manufacturing equipment located at 38 Union Avenue, Bridgeport, Connecticut, from Arcade Realty LLC and Arcade Technology LLC, for aggregate
consideration of $3,200,000.
The definitive agreements follow the Letter of Intent the Company announced
on June 8, 2026, and represent a foundational step in Quantum Cyber’s previously announced strategic transition from a technology
development and IP licensing company to a vertically integrated autonomous defense manufacturer with domestic production capacity under
its own control. Completion of the acquisition remains subject to customary closing conditions.
The Bridgeport property is an approximately 50,000-square-foot industrial
facility situated on an approximately 1.09-acre site in southeastern Bridgeport, with direct access to Interstate 95. The equipment to
be acquired includes a substantial installed inventory of metal-forming and machining assets.
The Company believes the acquisition advances Quantum Cyber’s
stated strategy of building the production infrastructure required to manufacture autonomous defense systems domestically. It follows
the Company’s June 2, 2026 announcement that it would assume direct manufacturing of its licensed autonomous drone platform, and
its May 28, 2026 announcement of plans to establish a U.S.-based defense-technology manufacturing complex.
Upon completion of the acquisition, the Company would own a physical
manufacturing facility, the installed equipment within it, and an experienced fabrication team, the operating foundation on which it intends
to build its domestic autonomous defense manufacturing capability.
The acquisition is intended to support the Trump Administration’s
Executive Order 14307, which establishes American drone dominance as an explicit national security and industrial priority and directs
the acceleration of domestic drone production capacity. The U.S. Department of Defense FY2027 Budget Request allocates approximately $55
billion toward drone and autonomous warfare programs, reflecting a doctrinal shift toward high-volume, attritable autonomous platforms
deployed at operational scale. By acquiring domestic manufacturing infrastructure, Quantum Cyber believes it may be better positioned
to participate in this procurement wave as a domestic producer, not solely as a technology licensor.
“Signing these definitive agreements turns our manufacturing strategy
from an announcement into a binding commitment to acquire a real facility, real equipment, and an experienced team that knows how to run
it,” said David Lazar, Chief Executive Officer of Quantum Cyber. “This is the production foundation we have said we were building,
and we believe it gives us a domestic base from which to advance toward delivering combat-ready autonomous systems. We are moving to the
next phase.”
About Quantum Drones Corporation
Quantum Drones Corporation is a wholly owned Nevada-incorporated subsidiary
of Quantum Cyber N.V. established to serve as the operational vehicle for the Company’s domestic defense technology programs and
U.S. government procurement activities. The subsidiary is led by Peter O’Rourke, President and Director, a former Acting Secretary
of the U.S. Department of Veterans Affairs under the Trump administration, and Robert Liscouski, Director, a former Assistant Secretary
for Infrastructure Protection at the U.S. Department of Homeland Security and co-founder and former Chairman and CEO of a Nasdaq-listed
quantum computing company.
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,” “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 completion of the acquisition and the satisfaction of closing conditions; the Company’s strategic transition to a vertically
integrated autonomous defense manufacturer; the intended use, operation, and build-out of the acquired Bridgeport facility and equipment;
the integration and retention of the acquired business and its personnel; the Company’s ability to pursue U.S. government contracts
and homeland security programs; the Company’s expectation that domestic manufacturing capacity will position it to participate in
defense procurement opportunities; and the development and commercialization of the Company’s autonomous defense technologies.
These forward-looking statements reflect the current analysis of existing
information and are subject to various risks and uncertainties. The signing of a definitive agreement does not guarantee the consummation
of the proposed transaction, and there can be no assurance that the transaction will close on the terms described or at all. 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. The following factors, among others, could cause actual results to differ materially
from those described in these forward-looking statements: (i) the failure to satisfy closing conditions or otherwise consummate the acquisition;
(ii) the failure to successfully integrate or operate the acquired facility, equipment, and business; (iii) the failure to meet projected
development, production, or operational targets for the manufacturing facility, or to meet other goals or objectives of the Company’s
strategic transition; (iv) the loss of acquired personnel, customers, or supplier relationships; (v) changes in applicable laws or regulations;
(vi) an inability to successfully pursue new initiatives; (vii) the failure to secure U.S. government contracts or procurement approvals;
and (viii) other risks and uncertainties discussed from time to time in other reports and public filings with the Securities and Exchange
Commission (the “SEC”) by the Company. 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 Report on Form 10-Q filed on May
15, 2026, 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.
