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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 11, 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
Intellectual Property License Agreement with Project LightShift
On June 11, 2026 (the “Effective Date”),
the Company entered into an Intellectual Property License Agreement (the “License Agreement”) with Project LightShift, a Florida
Corporation (“LightShift”), pursuant to which LightShift has granted to the Company a license to use certain intellectual
property owned or controlled by LightShift (collectively, the “Licensed Technology”), including patents, patent applications,
trademarks, trade secrets, know-how, and other technology as related to quantum antenna systems and related products and services integrated
into or designed for unmanned aerial vehicles and drone platforms, the manufacture, use, offer for sale, sale, importation, or other exploitation
of which utilizes or incorporates any Licensed Technology, in each case regardless of form factor, configuration, branding, or generation.
The license granted under the License Agreement is limited to quantum antenna systems integrated into or designed for unmanned aerial
vehicles and drone platforms used in defense and national security applications (the “Licensed Field of Use”).
As consideration for the license and rights granted
under the License Agreement, and subject to the satisfaction of certain conditions precedent, the Company has agreed to pay and/or grant,
as applicable, to LightShift: (a) $1,000,000 in cash, payable in installments pursuant to the terms of the License Agreement and subject
to certain acceleration conditions and (b) restricted ordinary shares of the Company, having an aggregate value of $5,000,000 (the “Consideration
Shares”) to be issued on a quarterly basis over eight equal installments and subject to certain lock-up provisions, with a six-month
lock-up period and a 2% weighted average daily trading volume of the Consideration Shares. Additionally, LightShift shall use commercially
reasonable efforts as a company in the defense sector would use to research, develop, and commercialize national-defense related products
to deliver a demonstrable prototype of the Licensed Technology (the “Prototype”) by December 31, 2026, and upon successful
demonstration of the Prototype, the Company shall have an exclusive 120 day right of first negotiation to be negotiated in good faith
for a joint venture, royalty arrangement, or other commercial arrangement, covering the further commercialization of the Licensed Technology
within the Licensed Field of Use. Additionally, pursuant to the terms of the License Agreement, Nadab Akhtar shall be appointed as a Special
Advisor to Company on quantum technologies.
The License Agreement is effective as of the Effective
Date and will continue in full force and effect in perpetuity unless earlier terminated. The Company may terminate the License Agreement
at any time without cause upon 30 business days’ written notice. Either party may terminate the License Agreement for material breach
upon 90 days’ written notice, subject to cure. Additionally, if LightShift fails to deliver certain monthly developmental reports,
or fails to deliver the Prototype by March 31, 2027, the Company shall have the right, in its sole discretion, to terminate the License
Agreement for material breach by LightShift. If the License Agreement is terminated, all unvested Consideration Shares shall be automatically
forfeited and returned to the Company. Notwithstanding the foregoing, in the event the License Agreement is terminated due to LightShift’s
material breach pursuant to the terms of the License Agreement, (i) all unvested Consideration Shares shall immediately and automatically
be clawed back and returned to the Company for cancellation without any further consideration or action by either party and (ii) the Company
shall have the right, exercisable in its sole discretion by written notice to LightShift within 90 days following such termination, to
repurchase all vested Consideration Shares then held by LightShift at a price equal to$ 0.001 per share as liquidated damages.
The License Agreement also contains customary
representations and warranties, indemnification provisions, confidentiality obligations, and intellectual property protection under Section
365(n) of the U.S. Bankruptcy Code.
The foregoing description of the License Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, which is filed
hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Voting Agreement with LightShift
On June 11, 2026, in connection with the entry
into the License Agreement, the Company entered into a voting agreement (the “Voting Agreement”) with LightShift, pursuant
to which LightShift has agreed to vote, at any duly called meeting of shareholders of the Company, all of its ordinary shares issued pursuant
to the License Agreement, together with any shares held as of the date of the Voting Agreement or otherwise acquired in the future by
LightShift, in favor of any proposal recommended for approval by the Board of Directors of the Company.
The foregoing description of the Voting Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Voting Agreement, which
is filed hereto as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 15, 2026, the Company issued a press release
announcing the entry into the License Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
The information in this Current Report on Form
8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 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
of 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.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Exhibit |
| 10.1* |
|
Intellectual Property License Agreement, dated as of June 11, 2026, by and between Quantum Cyber N.V. and Project LightShift. |
| 10.2 |
|
Form of Voting Agreement, dated as of June 11, 2026, by and between Quantum Cyber N.V. and Project LightShift. |
| 99.1 |
|
Press Release, dated June 15, 2026 (furnished pursuant to Item 7.01 of Form 8-K). |
| 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.
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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: June 15, 2026 |
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Exhibit 99.1
Quantum Cyber Executes Exclusive Quantum Antenna License Agreement,
Positoning the Quantum Technology Layer at the Core of Its Defense Platform
Definitive IP License Agreement Signed; QUCY Secures Exclusive Worldwide
Rights to Patent-Protected Quantum Photonic Array Technology for Defense Drone Applications;
WEST PALM BEACH, Florida, June 15, 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
the execution of a definitive Intellectual Property License Agreement (the “Agreement”) with Project LightShift, Inc. (“Project
LightShift”), a Florida corporation based in Miami, Florida. The Agreement, dated June 11, 2026, grants Quantum Cyber an exclusive
worldwide license to Project LightShift’s patent-protected quantum photonic array technology for the development, manufacture, and commercialization
of quantum antenna systems integrated into or designed for unmanned aerial vehicles and drone platforms used in defense and national security
applications.
The Quantum Layer: From Placeholder to Executed Agreement
Since its strategic pivot to autonomous defense technology, Quantum
Cyber has consistently positioned quantum antenna technology as the differentiating layer of its System-of-Systems platform. The Agreement
executed today converts that positioning into a definitive, signed intellectual property transaction.
The quantum antenna technology was invented by Wolf Kohn, PhD, Chief
Scientist of Project LightShift. It features an array of nano multi-spectrum lenses paired with controllable diode lasers that transmit
and receive multi-frequency photonic signals. The lenses operate in a coordinated nearest-neighbor configuration to provide signal verification
and redundancy, using principles of Near Field Quantum electrodynamics. Manufacturing methods under development combine self-assembly
and epitaxial growth techniques.
Strategic Significance
The quantum antenna technology addressed
in this Agreement represents the quantum computing coordination layer of Quantum Cyber’s System-of-Systems platform: the capability that
management believes differentiates the Company from conventional autonomous defense integrators and aligns with evolving U.S. defense
doctrine prioritizing quantum-accelerated, AI-enabled systems deployed at scale.
The Trump Administration is seeking approximately $55 billion for
drone and autonomous warfare programs in the fiscal year 2027 defense budget, the largest single-year autonomous warfare allocation
in U.S. history. Executive Order 14307 establishes American drone dominance as an explicit national security and industrial
priority. The global counter-UAS market is projected to grow from $3.1 billion to $10.6 billion by 2030, representing a 27.2 percent
compound annual growth rate (Grand View Research, 2025). Quantum Cyber intends to file a Current Report on Form 8-K with the U.S.
Securities and Exchange Commission disclosing the transactions contemplated by the Agreement.
“The agreement we executed today
is the transaction that makes the quantum layer of our platform real,” said David Lazar, Chief Executive Officer of Quantum
Cyber. “We have a signed, definitive license agreement, an exclusive position backed by a verified patent chain, a vesting structure
that protects our equity, and contractual protections that give us the ability to retain these rights permanently if Project LightShift
fails to perform. Every layer of our System-of-Systems platform has pointed toward this capability. The quantum antenna is now in the
portfolio. We are moving forward.
“We are excited to partner with Quantum Cyber,” said Nadab
Akhtar, Chief Executive Officer and President of Project LightShit. “Our quantum antenna technology gives defense drones secure,
frequency-agile sensing and communications that hold up in contested and denied environments. By licensing it to them, we are putting
this U.S.-origin innovation at the center of a coordinated autonomous defense platform. We look forward to working closely with their
team as they move it forward into prototype testing and real-world deployment.”
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 development and delivery of a demonstrable prototype of the licensed
technology; the Company’s anticipated quantum antenna technology development and integration within its System-of-Systems platform;
the filing of a Current Report on Form 8-K; the anticipated royalty payment structure and commercialization of improvements; and the
Company’s broader business strategy and technology pipeline. The filing of a provisional patent application does not guarantee
issuance of a patent. 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. The following factors, among
others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the failure to
meet prototype development milestones; (ii) the failure to receive patent approval from the USPTO; (iii) challenges to the validity
or enforceability of the licensed patent application; (iv) the failure of Project LightShift to perform its obligations under the
License Agreement; (v) changes in applicable laws or regulations; (vi) an inability to successfully pursue new initiatives; and
(vii) 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 subsequent filings. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
Any forward-looking statement made in this press release 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
