v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

 

Effective as of July 1, 2026, the Board of the Company appointed Louis Buffalino to serve as an independent director until the annual general meeting of the Company to be held in 2027 or until Mr. Buffalino’s successor is duly elected and qualified, or his earlier death, resignation or removal. Mr. Buffalino has also been appointed to each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Buffalino 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.

 

Effective as of July 6, 2026, the Board of Directors (the “Board”) of Quantum Cyber N.V.(the “Company”) approved, and Quantum Drones Corporation (“Quantum Drones”), a wholly owned subsidiary of the Company, entered into, an executive employment agreement with Peter O’Rourke (the “Employment Agreement”), effective as of July 1, 2026, pursuant to which Mr. O’Rourke shall serve as the President of Quantum Drones. The Employment Agreement provides for an initial term of twelve months commencing on the Effective Date, followed by six automatic renewal periods unless either party provides at least 21 days prior written notice of non-renewal pursuant to the terms of the Employment Agreement.

 

On July 15, 2026, Quantum Drones Corporation (“Quantum Drones”), a wholly-owned subsidiary of Quantum Cyber N.V., closed both an Asset Purchase Agreement (the “APA”) and a Purchase and Sale Agreement (the “PSA”) with Arcade Technology LLC and Arcade Realty LLC, Connecticut limited liability companies (“Arcade Technology”). Pursuant to the APA, Quantum Drones purchased 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”), excluding cash, accounts receivable, and all liabilities (the “Arcade Technology Acquisition”). Pursuant to the PSA the Company also acquired the plant and land on which the Arcade business is located. The Company’s intention is to build out the manufacturing capabilities at the plant for its Quantum Drones platform.

 

The closing consideration paid by Quantum Drones for the APA and PSA assets was $4,113,156.

 

On August 5, 2026 the holder of Series A, Series B, Series C and Series D preferred stock converted one million preferred shares each of the Series A, Series B, and Series C preferred stock and 124,700 shares of Series D preferred stock. As a result of the conversions, the Series A, Series B and Series C no longer have any shares outstanding. The four conversions resulted in the issuance of 55,057,500 ordinary shares. After the conversion there are 875,300 shares of Series D and 1,000,000 shares of Series E preferred shares outstanding.

 

During the period from July 1, 2026 to August 13, 2026 the Company issued the following shares and options:

 

The Company issued 2,174,834 restricted shares as partial payment of the 20,000,000 share obligation for the BP United license.

 

The Company issued 543,709 restricted shares to an advisor as partial payment of a 5,000,000 share obligation for advisory services related to the BP United license.

 

The Company issued 1,250,000 restricted shares to an advisor for services related to marketing services.

 

The Board granted 1,595,581 stock options and 112,859 restricted shares from the 2025 Omnibus Stock Plan to the Board of Directors and management. The stock options were granted at a strike price of $1.14 and $1.37, with eighteen-month vesting.