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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): October 12, 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.) |
200
Connecticut Avenue, Suite 400, Norwalk, CT 06854
(Address
of Principal Executive Offices) (Zip Code)
+1
(203) 851-1599
(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.
Appointment
of Alberto C. Rosende
Effective
as of October 12, 2026, to fill the vacancy in the composition of the Board of Directors (the “Board”) of Quantum Cyber
N.V. (the “Company”) discussed below, the Board appointed Major General (Retired) Alberto C. Rosende to serve as a
director until the annual general meeting of the Company to be held in 2027 or until Maj. Gen. (Ret.) Rosende’s successor is
duly elected and qualified, or his earlier death, resignation or removal. Maj. Gen. (Ret.) Rosende has also been appointed to each
of the Audit Committee, the Compensation Committee, and the Nomination Committee of the Board. Maj. Gen. (Ret.) Rosende 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 Maj. Gen. (Ret.) Rosende (i) qualifies as an independent director under the listing standards of the Nasdaq Stock
Market (“Nasdaq”) and (ii) satisfies the financial literacy requirements
for audit committee membership under the Nasdaq listing standards.
Maj. Gen. (Ret.) Rosende, age 64, brings nearly
four decades of senior U.S. Army command experience to the Board, including his final assignment as Commanding General of the 63rd Readiness
Division, where he was responsible for a seven-state southwestern region of the United States, comprising California, Nevada, New Mexico,
Arizona, Texas, Arkansas, and Oklahoma. In this role, he oversaw more than 120 Army Reserve facilities, equipment maintenance support,
and human resources support to a force of more than 41,000 Soldiers. He is a combat veteran of both Afghanistan and Iraq and a recipient
of the Army Distinguished Service Medal, the Legion of Merit, and the Bronze Star.
Maj. Gen. (Ret.) Rosende has served as the President
and Chief Executive Officer of M2i Global Inc. (“M2i”) since September 2024. From March 2023 to August 2024, Maj. Gen. (Ret.)
Rosende served as M2i’s Vice President of Business Operations and Integration. In this role, he focused on ensuring efficient operations
across M2i’s business units, as well as driving the effective and timely integration of new entities and technologies, and realizing
planned revenue and operational contributions to M2i, in order to optimize M2i’s growing economies of scale. A major component of
Maj. Gen. (Ret.) Rosende’s responsibilities as Vice President of Business Operations and Integration was leading the Government
& Defense Industrial Base effort, where he endeavored to strengthen M2i’s relationships with federal, state, and local governmental
entities, agencies and departments to develop Public Private Partnerships.
Maj. Gen. (Ret.) Rosende retired from the
U.S. Army in December 2021 with over 37 years of service, after spending his last four plus years serving in a full-time capacity.
After transitioning from the Army, he returned to work in the payments industry as a consultant, serving as President of Emerg-Int
Group, which he founded in 2016. He served as Head of Cards & Payments for Hi Americas, an early wage access start-up firm and
subsidiary of Hi-UK, from March 2022 to July 2022. He also provided consulting services to Axyde Analytics, including customer
support for key clients, from August 2022 to February 2023. Since January 2023, Maj. Gen. (Ret.) Rosende has also served as a Senior
Instructor for the Next Leadership Academy.
Maj. Gen. (Ret.) Rosende holds a BS in Business Administration from
Nova Southeastern University, an MS in National Resource Strategy from the Eisenhower School of National Security and Resource Strategy
of the National Defense University, and an MA from The George Washington University in Education and Human Development.
There
are no arrangements or understandings between Maj. Gen. (Ret.) Rosende and any other person pursuant to which Maj. Gen. (Ret.) Rosende
was named a director of the Company. Maj. Gen. (Ret.) Rosende 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.
Resignation
of Peter O’Rourke
On
October 12, 2026, Peter M. O’Rourke resigned as a member of the Board and from his role as President of Quantum Drones Corporation,
a wholly owned subsidiary of the Company (“Quantum Drones”), effective immediately. In connection with Mr. O’Rourke’s
resignation, that certain Employment Agreement, effective as of July 1, 2026, between Mr. O’Rourke and Quantum Drones was terminated.
Mr. O’Rourke’s resignation from the Board was not a result of a disagreement with the Company or Quantum Drones relating
to the Company’s or Quantum Drones’ operations, policies or practices.
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/
David Lazar |
| |
Name:
|
David
Lazar |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
October 16, 2026 |
|
|
