Quantum Cyber N.V. has entered into a sales agreement with Titan Partners Securities LLC to launch an at-the-market offering program for up to $100,000,000 of its ordinary shares. The agreement, filed with the U.S. Securities and Exchange Commission on October 9, 2026, allows the company to sell shares from time to time through the agent, subject to specific terms and conditions.
The offering relies on a shelf registration statement on Form S-3, initially filed with the SEC on June 4, 2026, and declared effective on June 15, 2026. A prospectus supplement dated October 9, 2026, was filed pursuant to Rule 424(b) under the Securities Act of 1933 to detail the offer and sale of the shares. Quantum Cyber N.V., incorporated in the Netherlands, trades on the Nasdaq Capital Market under the ticker symbol QUCY. The company is headquartered at 200 Connecticut Ave, Suite 400, in Norwalk, Connecticut.
Under the terms of the sales agreement, Titan Partners Securities LLC will use commercially reasonable efforts to sell the shares on behalf of Quantum Cyber N.V. The agent may execute sales through methods defined as an at-the-market offering under Rule 415 of the Securities Act, including direct sales on the Nasdaq Capital Market or other existing trading markets for the ordinary shares, as well as transactions through market makers or negotiated transactions. Quantum Cyber N.V. is not obligated to sell any shares under the agreement but may do so from time to time. The offering will terminate upon the earlier of the sale of all shares subject to the agreement or the termination of the agreement as permitted therein.
Quantum Cyber N.V. has agreed to pay Titan Partners Securities LLC a commission equal to 3.0% of the gross sales price of the shares sold under the agreement. The company will also reimburse the agent for certain specified expenses. The legal opinion regarding the shares offered pursuant to the sales agreement was provided by CMS Derks Star Busmann N.V. and is filed as an exhibit to the current report.
The company intends to use any net proceeds from the sale of shares for several purposes, including funding capital expenditures and software development related to its motor, propeller, and quantum antenna lines. Additional uses include funding software development for its operating system and expanding production capacity and product offerings. The company may also use proceeds for potential acquisitions, investments in, or partnerships or joint ventures with complementary businesses, technologies, or assets. Remaining proceeds are designated for working capital and general corporate purposes.
The filing notes that forward-looking statements regarding the sale of shares and intended use of proceeds are based on management’s current expectations and assumptions. These statements are subject to risks and uncertainties, including changes in economic and financial conditions such as volatility in interest rates, exchange rates, and capital or credit markets. Actual results could differ materially from those projected due to these factors and other risks discussed in the company’s Annual Report on Form 10-K filed with the SEC on March 31, 2026.