NOTE 15 – SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date the condensed consolidated financial statements were issued and identified the following:

At-the-Market Offering

On October 9, 2026, the Company entered into the Titan Sales Agreement with Titan, as sales agent, under which the Company may offer and sell, from time to time, ordinary shares, par value €0.01 per share, having an aggregate offering price of up to $100,000,000. Sales, if any, may be made by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on or through The Nasdaq Capital Market, to or through a market maker, or in negotiated transactions. Titan will use commercially reasonable efforts to sell shares as directed by the Company and is entitled to a commission of 3.0% of the gross sales price of shares sold, plus reimbursement of certain expenses. The Company is not obligated to sell any shares under the Titan Sales Agreement, Titan is not obligated to purchase any shares as principal, and either party may suspend the offering. Shares will be offered under the Company’s shelf registration statement on Form S-3 (File No. 333-296480), which was declared effective by the SEC on June 15, 2026, and a related prospectus supplement dated October 9, 2026. Through November 12, 2026, the Company had not sold any shares under the Titan Sales Agreement.

Settlement with Boustead Securities, LLC

On October 15, 2026, the Company entered into a Settlement Agreement and General Release (the “Boustead Settlement Agreement”) with Boustead to resolve the action filed by the Company against Boustead in the Supreme Court of the State of New York, New York County (Index No. 651505/2024), and all claims arising out of or related to that action and the FINRA arbitration previously initiated and withdrawn by Boustead (see Note 11). Under the Boustead Settlement Agreement, the Company agreed to pay Boustead $250,000 within ten business days after the effective date of the agreement, and the Company will cause the action to be dismissed with prejudice within five business days after Boustead’s receipt of the payment. Mutual general releases become effective upon Boustead’s receipt of the payment. The Boustead Settlement Agreement also terminated the Company’s April 2021 engagement letter with Boustead, including any rights of Boustead to fees, compensation, a right of first refusal or tail compensation in connection with any financing or transaction by the Company. The settlement does not constitute an admission of liability by either party. Because the settlement provides additional evidence about a condition that existed at September 30, 2026, the Company accrued the $250,000 settlement amount as of September 30, 2026; the accrual is included in accounts payable and accrued liabilities in the condensed consolidated balance sheet and in other expenses for the three and nine months ended September 30, 2026. The Company paid the settlement amount on October 16, 2026.

First Amendment to Project LightShift License Agreement

On November 6, 2026, Quantum Drones and Project LightShift entered into an amendment to the Project LightShift license agreement (the “First Amendment”). The First Amendment expands the licensed field of use to include unmanned surface and underwater vehicles, maritime platforms, and homeland security and law enforcement applications. It also permits Quantum Drones to grant sublicenses, revises the royalty and sublicense income terms between the parties, and, after Quantum Drones recovers four times its development costs, requires Quantum Drones to pay Project LightShift a royalty based on the cost of the quantum photonic array in each end-use sale. The First Amendment did not change the consideration payable under the Project LightShift license agreement and had no effect on the condensed consolidated financial statements for the period ended September 30, 2026.

Funding Commitment

On November 11, 2026, Mr. Lazar, the Company’s Chief Executive Officer and Chair of the Board, provided the Company with the Funding Commitment of up to $8.0 million through November 30, 2027, as described in Notes 2 and 10.

During the period from October 1, 2026 to November 12, 2026, the Company issued the following shares: