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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): May 14, 2026
QUANTUM
X LABS INC.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File No.: 001-42681
| Delaware |
|
68-0080601 |
| (State
of Incorporation) |
|
(I.R.S.
Employer Identification No.) |
2
Jabotinsky St, Atrium Tower, 18th floor
Ramat
Gan, Israel 5252903 |
|
6971068 |
| (Address
of Registrant’s Office) |
|
(ZIP
Code) |
Registrant’s
Telephone Number, including area code: +972 9-774-1505
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 |
| Common
Stock, par value $0.0001 per share |
|
QXL |
|
The
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.
On
May 14, 2026, Quantum X Labs Inc. (the “Company”) appointed Mr. Yakov Baranes as the co-Chief Executive Officer of the Company,
effective as of May 18, 2026, joining Mr. Amihay Hadad, who has served as the Company’s Chief Executive Officer since February
2020 and will continue with Mr. Baranes as co-Chief Executive Officer.
Yakov
Baranes is a business strategy expert with a demonstrated 11 year history of working with various industries and government entities.
Since March 2025, Mr. Baranes has led the initial activities of Quantum X Labs Ltd. (“Quantum Israel”), the Company’s
wholly owned subsidiary, that was acquired by the Company in March 2026, that aims to position the Company as a leading company to research,
develop, and potentially commercialize innovative quantum solutions across key sectors, including navigation, precision timing, quantum
algorithms, quantum error correction, drug discovery, biomedicine, nuclear simulation, transportation, and quantum cyber security.
Mr. Baranes has also served as a member of the board of directors of Charging Robotics Inc. (OTC: CHEV) since April 2023 and previously
served as its chief executive officer from September 2025 to April 2026. Mr. Baranes is skilled in business strategy planning
and implementations on a corporate level and business unit level and has also worked with start-up companies in shaping their business
plans and supporting their capital raising rounds. Mr. Baranes holds a Bachelor of Arts (B.A.) in Economics from the Technion - Israel
Institute of Technology and a MBA from IDC, Herzliya.
In
connection with the appointment of Mr. Baranes, the Company will enter into an agreement with Mr. Baranes (the “Baranes Agreement”)
pursuant to which Mr. Baranes will serve as the Company’s co-Chief Executive Officer. Pursuant to the terms of the Baranes Agreement,
Mr. Baranes will receive NIS 36,000 + VAT per month as his base salary to serve as the Company’s co-Chief Executive Officer, plus
NIS 24,000 + VAT that Mr. Baranes currently receives through services that he provides to Quantum Israel. Mr. Baranes shall be eligible
to receive such bonus as determined by the Company’s board of directors. The terms of the Baranes Agreement shall be effective
as of June 1, 2026, and shall continue until such time either party provides written notice to the other party at least 60 days in advance
of the termination of such agreement. The Company may also terminate Mr. Baranes’ service to the Company without prior written
notice for cause.
There
is no arrangement or understanding between Mr. Baranes and any other persons pursuant to which Mr. Baranes was appointed as co-Chief
Executive Officer. In addition, other than securities received in connection with the Company’s acquisition of Quantum Israel,
Mr. Baranes is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation
S-K. Mr. Baranes was a shareholder of Quantum Israel and held 32,647 shares (approximately 5.54%) of Quantum Israel prior to the Company’s
acquisition of Quantum Israel. In connection with the Company’s acquisition of Quantum Israel, Mr. Baranes received 103,373 shares
of common stock and pre-funded warrants to purchase 246,387 shares of the Company common stock. Mr. Baranes may receive up to an additional
703,710 shares of common stock or pre-funded warrants upon the achievement of certain milestones.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Quantum
X Labs Inc. |
|
| |
|
|
| By: |
/s/
Amihay Hadad |
|
| Name: |
Amihay
Hadad |
|
| Title: |
Chief
Executive Officer |
|
Date:
May 15, 2026
