Form 8-K

8-K — Quantum Cyber N.V.

Accession: 0001213900-26-064465

Filed: 2026-06-03

Period: 2026-06-01

CIK: 0001874252

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0293396-8k_quantum.htm (Primary)

EX-10.1 — AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY LICENSE AGREEMENT, DATED JUNE 1, 2026, BY AND BETWEEN QUANTUM CYBER N.V. AND BP UNITED, INC (ea029339601ex10-1.htm)

EX-99.1 — SLIDE DECK (ea029339601ex99-1.htm)

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8-K — CURRENT REPORT

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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 1, 2026

Quantum Cyber N.V.

(Exact

Name of Registrant as Specified in its Charter)

The

Netherlands

001-41010

N/A

(State

or Other Jurisdiction

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)

(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 ☒

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

June 1, 2026, Quantum Cyber N.V. (the “Company”) entered into that certain Amendment No. 1 to Intellectual Property License

Agreement (“Amendment No. 1”) with BP United Inc. (“BP United”), which amends that certain Intellectual Property

License Agreement, dated as of May 12, 2026, between the Company and BP United (the “IP Agreement”). The Original Agreement

contemplated that the parties would enter into an Exclusive Supply Agreement (the “Supply Agreement”) to facilitate the transactions

contemplated by the Original Agreement. Pursuant to Amendment No. 1, the parties have agreed, among others, that (i) BP United will instead

provide manufacturing and consulting services, (ii) the cash payment of $5,000,000 originally to be paid by the Company to BP United

shall be instead retained by the Company to be used towards the ramp-up of the Company’s manufacturing operations for the Licensed

Products (as defined in the IP Agreement), and (iii) the Consideration Shares (as defined in the IP Agreement) shall be issuable upon

execution of Amendment No. 1 and vest in four equal installments on each of September 30, 2026, March 31, 2027, June 30, 2027, and September

30, 2027. All references to the Supply Agreement have been removed from the Original Agreement.

The

foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text

of Amendment No. 1, 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.

The

Company intends, from time to time, to present and/or distribute to the investment community and utilize at various industry and other

conferences a slide presentation, which is attached hereto as Exhibit 99.1. The Company undertakes no obligation to update, supplement

or amend the materials attached hereto as Exhibit 99.1.

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

Amendment No. 1 to Intellectual Property License Agreement, dated June 1, 2026, by and between Quantum Cyber N.V. and BP United, Inc.

99.1

Slide Deck (furnished pursuant to Item 7.01 of Form 8-K)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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.

Quantum

Cyber N.V.

By:

/s/

William Caragol

Name:

William

Caragol

Title:

Chief

Financial Officer

Dated:

June 3, 2026

EX-10.1 — AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY LICENSE AGREEMENT, DATED JUNE 1, 2026, BY AND BETWEEN QUANTUM CYBER N.V. AND BP UNITED, INC

EX-10.1

Filename: ea029339601ex10-1.htm · Sequence: 2

Exhibit

10.1

FIRST

AMENDMENT TO INTELLECTUAL PROPERTY LICENSE AGREEMENT

This

First Amendment to Intellectual Property License Agreement (this “Amendment”), dated as of June __, 2026, is by and

between BP United, Inc., a Delaware corporation, with offices located at 20855 NE 16th Ave., STE C38, Miami, FL 33179 (“Licensor”),

and Quantum Cyber N.V., a public company organized under the laws of the Netherlands and listed on the Nasdaq Capital Market (NCM: QUCY),

with offices located at 1501 Belvedere Road Suite 500, West Palm Beach, FL, 33406 (“Licensee”) (collectively, the

“Parties,” or each, individually, a “Party”).

RECITALS

WHEREAS,

the Parties entered into that certain Intellectual Property License Agreement, dated as of May 12, 2026 (the “License Agreement”),

pursuant to which Licensor granted Licensee an exclusive license to and under the Licensed Technology on the terms and conditions set

forth therein;

WHEREAS,

the License Agreement contemplated that the Parties would enter into an Exclusive Supply Agreement (the “Supply Agreement”)

to facilitate the transactions contemplated by the License Agreement;

WHEREAS,

the Parties have determined that Licensee will undertake the manufacturing of the Licensed Products itself, and that Licensor will instead

provide technical assistance and consulting services to Licensee with respect to the manufacturing process, and that no Supply Agreement

will be entered into; and

WHEREAS,

the Parties desire to amend the License Agreement to reflect the foregoing and to remove all references to the Supply Agreement, in accordance

with Section 14.11 of the License Agreement.

NOW,

THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions

All

capitalized terms used but not defined herein shall have the meanings ascribed to them in the License Agreement.

Amendments to the License Agreement

2.1

Deletion of “Supply Agreement” Definition and Related Defined Terms

The

following defined term and all references thereto are hereby deleted from the License Agreement: “Supply Agreement” as defined

in the recitals of the License Agreement. The defined term “Transaction Agreements” is hereby amended to mean this Agreement,

as amended by this Amendment, together with all Schedules, Exhibits, and any other documents incorporated therein by reference (excluding,

for the avoidance of doubt, any Supply Agreement).

2.2

Amendment to Recitals

The

third recital of the License Agreement, which reads: “WHEREAS, concurrently with the execution of this Agreement, the Parties have

entered into or intend to enter into an Exclusive Supply Agreement (the ‘Supply Agreement’ and, together with this Agreement,

the ‘Transaction Agreements’) to facilitate the transactions contemplated hereby,” is hereby deleted in its entirety

and replaced with the following:

“WHEREAS,

Licensee will undertake the manufacturing of the Licensed Products, and Licensor will provide technical assistance and consulting services

to Licensee with respect to the manufacturing process in accordance with the terms hereof.” “

2.3

Amendment to Section 13.2(c) (Termination)

Section

13.2(c) of the License Agreement is hereby amended by deleting the phrase “and the Supply Agreement” in the first sentence

thereof, and by deleting clause (iii) thereof (“the Supply Agreement shall automatically terminate”) and renumbering the

remaining clauses accordingly.

2.4

Amendment to Section 4.1 (Upfront Consideration)

Section

4.1 of the License Agreement is hereby amended and restated to delete clause (a) thereof in its entirety, such that the cash payment

of Five Million US Dollars ($5,000,000) to Licensor is eliminated. The Parties acknowledge and agree that Licensee shall retain such

Five Million US Dollars ($5,000,000) and shall deploy such funds toward the ramp-up of Licensee’s manufacturing operations for

the Licensed Products. The defined term “Upfront Consideration” is hereby amended to refer solely to the Licensor Consideration

Shares (and, for the avoidance of doubt, shall no longer include any cash component). All other provisions of Section 4.1, including

the issuance of the Advisor Consideration Shares, shall remain in full force and effect.

2.5

Amendment to Section 4.2 (Payment Timing)

Section

4.2 of the License Agreement is hereby amended to delete the reference to ninety (90) days and replace it as follows: the Upfront Consideration

(consisting solely of the Consideration Shares) shall be paid and issued within ten (10) days of the execution of this Amendment. Upon

issuance of the Upfront Consideration, the license granted under the License Agreement shall be fully paid-up and royalty-free, and no

further payments shall be due from Licensee to Licensor with respect to the rights granted under the License Agreement.

2.6

Amendment to Section 4.5 (Conditions Precedent)

Section

4.5 of the License Agreement is hereby amended to provide that, effective as of the date of execution of this Amendment, all Conditions

Precedent set forth in Section 4.5 of the License Agreement are hereby deemed satisfied or waived by Licensee. For the avoidance of doubt,

no further action by either Party shall be required to satisfy the Conditions Precedent, and Licensee’s obligation to issue the

Consideration Shares shall become unconditional upon execution of this Amendment.

2.7

Amendment to Section 14.8 (Entire Agreement)

Section

14.8 of the License Agreement is hereby amended by deleting the phrase “together with the Supply Agreement,” and by deleting

the sentence “For the avoidance of doubt, nothing in the Supply Agreement shall limit, restrict, or otherwise affect the rights

and licenses granted to Licensee under this Agreement.”

2.8

Amendment to Section 13.2(a) (Termination Without Cause)

Section

13.2(a) of the License Agreement is hereby deleted in its entirety, and the remaining subsections of Section 13.2 shall be re-lettered

accordingly. Following such amendment, Licensee shall have no right to terminate the License Agreement without cause, and the sole basis

for termination by Licensee shall be for material breach by Licensor pursuant to Section 13.2(a) (as re-lettered).

2.9

Vesting of Consideration Shares

Notwithstanding

anything to the contrary in the License Agreement or the Securities Purchase Agreements entered into pursuant thereto (the “SPAs”),

Section 4.1 of the License Agreement is hereby further amended to provide that the Consideration Shares (including the Licensor Consideration

Shares and the Advisor Consideration Shares) shall vest in four (4) equal quarterly installments on the following dates (each, a “Vesting

Date”): September 30, 2026; March 31, 2027; June 30, 2027; and September 30, 2027. Twenty-five percent (25%) of the Consideration

Shares shall vest on each Vesting Date, subject to the continued effectiveness of the License Agreement as of such Vesting Date.

the event the License Agreement is terminated for any reason prior to a Vesting Date, all Consideration Shares that have not vested as

of the effective date of such termination shall be immediately forfeited and cancelled, and Licensor (and, as applicable, Alexander Gurevich)

shall have no further right, title, or interest in or to such unvested Consideration Shares. Licensee shall be entitled to take all actions

necessary to effect such forfeiture and cancellation, including instructing the Transfer Agent to cancel the unvested Consideration Shares

on its books and records. For the avoidance of doubt, any Consideration Shares that have vested prior to the effective date of termination

shall not be subject to forfeiture or cancellation under this Section 2.9.

the extent any provision of the SPAs conflicts with the vesting and forfeiture provisions set forth in this Section 2.9, the terms of

this Section 2.9 shall control. The Parties shall, and shall cause Alexander Gurevich to, execute any amendments to the SPAs or other

documents as may be reasonably necessary to give effect to this Section 2.9.

Technical Assistance and Consulting

3.1

Manufacturing by Licensee

The

Parties acknowledge and agree that Licensee shall be solely responsible for the manufacturing of the Licensed Products. Licensee shall

have the right to establish, operate, and manage its own manufacturing facilities and processes, and to engage third-party contract manufacturers,

in each case in its sole discretion.

3.2

Licensor Technical Assistance

furtherance of Licensee’s manufacturing of the Licensed Products, Licensor shall provide Licensee with reasonable technical assistance

and consulting services related to the manufacturing process for the Licensed Products (the “Technical Assistance”),

including:

(a)

making available qualified personnel with knowledge of the Licensed Technology for consultation regarding manufacturing processes, specifications,

and techniques;

(b)

providing technical documentation, formulations, specifications, standard operating procedures, and other materials relating to the manufacturing

of the Licensed Products to the extent within Licensor’s possession or control;

(c)

assisting Licensee in identifying and resolving technical issues arising in connection with the manufacturing process; and

(d)

such other technical support as Licensee may reasonably request from time to time in connection with the manufacturing of the Licensed

Products.

3.3

Terms of Technical Assistance

(a)

Licensor shall provide the Technical Assistance for a period of twelve (12) months following the date of this Amendment (the “Technical

Assistance Period”), which period may be extended by mutual written agreement of the Parties.

(b)

Licensor shall make its qualified personnel available for Technical Assistance at reasonable times during normal business hours, and

shall respond to Licensee’s reasonable requests for Technical Assistance within ten (10) Business Days.

(c)

The Technical Assistance shall be provided at Licensor’s sole cost and expense, except as set forth in Section 3.4 of this Amendment.

(d)

For the avoidance of doubt, nothing in this Section 3 shall limit the scope of the license granted under Section 2.1 of the License Agreement,

including Licensee’s right to make, have made, use, offer to sell, sell, import, and otherwise exploit the Licensed Products in

the Territory.

3.4

Reimbursement of Manufacturing Ramp-Up Costs

(a)

Licensee shall reimburse Licensor for direct, documented out-of-pocket costs incurred by Licensor in connection with the ramp-up of Licensee’s

manufacturing operations for the Licensed Products (the “Ramp-Up Costs”), provided that (i) such Ramp-Up Costs have

been pre-approved in writing by Licensee prior to being incurred by Licensor, and (ii) Licensor shall provide Licensee with reasonable

documentation evidencing such costs, including invoices, receipts, and such other supporting materials as Licensee may reasonably request.

(b)

Licensee shall reimburse Licensor for pre-approved Ramp-Up Costs within fifteen (15) days of Licensee’s receipt of Licensor’s

written request for reimbursement together with the supporting documentation described in Section 3.4(a), unless otherwise agreed in

writing by Licensee and Licensor.

(c)

Except as set forth in Section 3.4(d), for the avoidance of doubt, Licensor shall have no right to reimbursement for any costs that were

not pre-approved in writing by Licensee, and Licensee shall have no obligation to pre-approve any costs or to reimburse Licensor for

any internal overhead, personnel costs, or other indirect expenses.

(d)

Notwithstanding Section 3.4(c), Licensee shall reimburse Licensor for the fully-loaded cost of full-time equivalent (“FTE”)

employees of Licensor who are dedicated to the Technical Assistance or the ramp-up of Licensee’s manufacturing operations at Licensee’s

specific written request, in an aggregate amount for such FTE costs not to exceed One Million US Dollars ($1,000,000). Licensor shall

provide Licensee with reasonable documentation evidencing such FTE costs, including time records and cost calculations, and such other

supporting materials as Licensee may reasonably request.

3.5

Independent Contractor Relationship

providing the Technical Assistance and any services in connection with the manufacturing ramp-up, Licensor shall act as an independent

contractor, and nothing contained in this Amendment shall create any agency, partnership, joint venture, or other form of joint enterprise,

employment, or fiduciary relationship between the Parties with respect to such services.

Representations and Warranties

Each

Party represents and warrants to the other Party that: (a) it has the full right, power, and authority to enter into this Amendment and

to perform its obligations hereunder; and (b) the execution of this Amendment by its representative has been duly authorized by all necessary

corporate action.

General Provisions

5.1

Effect of Amendment

Except

as expressly amended by this Amendment, the License Agreement shall remain in full force and effect in accordance with its terms, and

is hereby ratified and confirmed. In the event of any conflict between the terms of this Amendment and the terms of the License Agreement,

the terms of this Amendment shall control.

5.2

Entire Agreement

This

Amendment, together with the License Agreement (as amended hereby), constitutes the entire agreement of the Parties with respect to the

subject matter hereof and supersedes all prior discussions, negotiations, and agreements between the Parties with respect to such subject

matter.

5.3

Governing Law

This

Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of

laws provisions thereof.

5.4

Counterparts

This

Amendment may be executed in counterparts by manual signature or electronic signature complying with the Electronic Signatures in Global

and National Commerce Act (E-SIGN), each of which will be deemed an original, and all of which together will constitute one and the same

agreement.

[SIGNATURE

PAGE FOLLOWS]

WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers

thereunto duly authorized.

UNITED, INC.

By:

/s/

Alexander Gurevich

Name:

Alexander

Gurevich

Title:

CEO

QUANTUM

CYBER N.V.

By:

/s/

David Lazar

Name:

David

Lazar

Title:

For

purposes of Section 2.9

/s/

Alexander Gurevich

Alexander

Gurevich

EX-99.1 — SLIDE DECK

EX-99.1

Filename: ea029339601ex99-1.htm · Sequence: 3

Exhibit 99.1

N A S D A Q · Q U C Y C O R P O R A T E P R E S E N T A T I O N · J U N E 2 0 2 6 Autonomous defense built for the next war . Combat‑proven autonomy, asymmetric lethalit y, and supply‑chain resilience - forged on the frontlines. A I R G R O U N D M A R I T I M E B E Y O N D · A I O R C H E S T R A T I O N W E S T P A L M B E A C H , F L · Q U A N T U M C Y B E R N . V . J U N E 2 0 2 6

Disclaimer & forward-looking statements This presentation has been prepared by Quantum Cyber N.V . (Nasdaq: QUCY, for mer ly Mainz Biomed N.V .) (the "Company, " "us, " "our, " "Quantum Cyber, " or "QUCY") for infor mation pur poses only as a high-level summar y, and cannot replace and is qualified in its entiret y by the Company's repor ts and filings with the U.S. Securities and Exchange Commission (the "SEC"). This presentation does not constitute or for m par t of, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. No securities may be offered or sold except pursuant to an effective registration statement or an applicable exemption from registration. Many statements in this presentation, as well as oral statements that may be made by the Company or by its officers, directors or employees, are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Refor m Act of 1995, Section 27 A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These include statements regarding the Company's business strategy and product roadmap, flagship and tri-domain autonomous platfor ms, intellectual-proper t y estate, customer pipeline, letters of intent, ver tical-integration and U.S. manufacturing plans, the operations of its subsidiaries including Quantum Drones Cor poration, total addressable and ser viceable mar ket sizes, and the potential ter ms, timing and pricing of any future offering. Forward-looking statements are not guarantees of future per for mance and involve known and unknown risks, uncer tainties and other factors that could cause actual results to differ materially from those expressed or implied, including the risks described in the Company's most recent Annual Repor t on For m 10-K and its subsequent filings on For ms 10-Q and 8-K. All statements other than statements of historical fact are forward-looking. Except as required by law, the Company under takes no obligation to update or revise any forward-looking statement, whether as a result of new infor mation, future events or otherwise. Cer tain mar ket, industr y and competitive data, including mar ket sizes, growth rates, valuations and peer comparisons, are based on third-par t y sources, public filings and the Company's own estimates and assumptions; such infor mation has not been independently verified and is inherently uncer tain. Peer and valuation comparisons are illustrative only, and QUCY is not directly comparable in scale, revenue, or stage to the companies referenced. Product specifications, timelines, letters of intent and pipeline references remain subject to change, definitive documentation and customar y conditions. All images, renderings, diagrams and visual elements in this presentation are for illustrative and conceptual pur poses only. They are design and presentation components, do not necessarily depict actual products, hardware, configurations, per for mance or operating conditions, and should not be relied upon as accurate or realistic representations of any cur rent or future product. Nothing in this presentation constitutes legal, tax, financial, investment or accounting advice or a recommendation regarding any securities. Past per for mance is not indicative of future results. Trademar ks, ser vice mar ks and trade names are the proper t y of their respective owners. This presentation is intended solely for the recipient, and may not be reproduced, redistributed or disclosed, in whole or in par t, without the Company's prior written consent. 0 2 · I M P O R T A N T D I S C L O S U R E S N A S D A Q · Q U C Y Quantum Cyber N.V. - Corporate Presentation, June 2026. 02 / 19

Investment thesis Why Quantum Cyber, why now A US‑listed, pure-play autonomous defense platfor m - frontline-proven, ver tically integrated, and aligned to a Pentagon procurement step-change. Battle-Validated Autonomy Designs proven on the Ukrainian front in active electronic-war fare conditions - combat-tested, not laborator y concepts. One Platform, Three Domains A single QC-Core AI brain drives air, ground, and maritime systems. Single-domain rivals cannot match the unit economics. Owned & Licensed IP, US Supply Chain Eight filed patent positions paired with finalizing discussions to launch a ver tically integrated, NDAA‑compliant US manufacturing build-out - raw aluminum to finished system. Contract-Ready & Public LOIs signed with General Cher r y (combat-proven Ukrainian drone maker) & SOCOM, being routed through Quantum Drones Cor p. Clean Nasdaq vehicle - 22.7M shares, zero debt, no war rants. 0 3 · I N V E S T M E N T T H E S I S N A S D A Q · Q U C Y Quantum Cyber public filings and press releases, May 2026. General Cherry profile per company disclosures and public defense-press reporting, 2025-2026. 03 / 19

Operators and policy makers - across capital, defense, and intelligence. CHIEF EXECUTIVE DA VID L AZAR C E O Public-company operator with a track record of repositioning US‑listed entities into thesis-driven platfor ms. Architect of the Mainz Biomed transition. CHIEF FINANCIAL BILL CARAGOL C F O CFO/COO across multiple Nasdaq‑listed technology and securit y companies. Capital mar kets, M&A, and SEC repor ting depth. CHAIRMAN ROBERT LISCOUSKI C H A I R M A N First-ever US Assistant Secretar y for Infrastructure Protection at DHS (2003). Co-founder, Quantum Computing Inc. (Nasdaq: QUBT). For mer senior counter-ter ror official. DIRECTOR · PRESIDENT, QDC PETER O'ROURKE I N D E P E N D E N T D I R E C T O R For mer Acting US Secretar y of Veterans Affairs (2018). USAF officer 1998-2006; US Navy, USS Abraham Lincoln 1990-94. Chair man, NVAC; Lead Independent Director, ProFusa. B A C K G R O U N D S & P R I O R A F F I L I A T I O N S D E F E N S E & I N T E L L I G E N C E DHS, VA, USAF, USN, and national-securit y backgrounds across the senior team. C A P I T A L M A R K E T S Multiple Nasdaq‑listed company tours of dut y in CEO, CFO, and Chair roles. Q U A N T U M & F R O N T I E R T E C H Co-founder of Quantum Computing Inc. (Nasdaq: QUBT) on the board - direct operating experience in the adjacent sector. 1 0 4 · L E A D E R S H I P & B O A R D N A S D A Q · Q U C Y 1. Company press release, "Quantum Cyber Appoints Peter O'Rourke to the Board," May 14, 2026 (globenewswire.com). Logos denote prior affiliations of team members, not endorsement. 04 / 19

Forged in combat. Engineered for the next war . Our engineering team is composed of Ukrainian and Israeli engineers with five years of combat experience in active electronic-war fare environments - among the wor ld's most experienced architects of autonomous combat systems. The autonomy that wins is the autonomy that has already sur vived contact. Combat-tested engineering is the moat competitors cannot hire their way into. 0 5 · T H E T E A M N A S D A Q · Q U C Y Quantum Cyber engineering organization. 05 / 19

W arfare reinvents itself once a generation. The cavalr y charge gave way to massed firepower, then to ar mor and precision. Today the manned, exquisite platfor m is giving way to autonomous, attritable mass - a structural change, not a cyclical one. Quantum Cyber is building the platform to capture this one - the autonomy layer turning attritable mass into fielded combat power. 1815 Cavalr y Man & horse 1914 Firepower Trench & ar tiller y 1939 Armor The tank 1991 Precision Guided munitions Today Autonomy Attritable mass Compressed Action Chains Sense, decide, and strike collapse into seconds at the edge - faster than human-in-the-loop platfor ms can react. Swarm Superiority Coordinated, attritable mass overwhelms exquisite single-platfor m defenses. The unit of force is the swar m. Asymmetric Economics Thousand-dollar effectors neutralize million-dollar targets. The cost cur ve has inver ted toward software- defined autonomy. 0 6 · P A R A D I G M S H I F T N A S D A Q · Q U C Y Doctrine framing - the structural shift to autonomous, attritable systems. 06 / 19

Ukraine proved the attritable-autonomy doctrine. Direct cooperation with the Ukrainian militar y and leading UAS producers - our designs are battlefield-validated, not laborator y-validated. Volume beats precision 01 $500 drones neutralized $3M ar mor. The attrition math favors the autonomous swar m. GPS-denied nav is mandatory 02 Russian jamming made GNSS unreliable within 20 km of the front. AI navigation is the baseline. Swarm coordination wins 03 Multi-vector attack overwhelms point defense. Autonomous mesh beats centralized command. Q U C Y C O M P E T I T I V E E D G E Battle-tested electronic-war fare counter measures integrated into QC- Nav Real engagement data drives SWARM-X doctrine and QC-Swar m algorithms F ALCON 55 VTOL design infor med by loitering-munition sur vivabilit y analysis Ukraine cooperation pre-qualifies for NA TO FMS and allied procurement $500 drones vs. $3M ar mor 0 7 · A S Y M M E T R I C W A R F A R E · U K R A I N E L E S S O N S N A S D A Q · Q U C Y Ukrainian MoD engagement data; BP United field reports; Company IP filings. 07 / 19

US doctrine has shifted to attritable autonomy. The Pentagon's FY27 budget request reshapes the autonomous-systems por tfolio - the Defense Autonomous War fare Group (DAWG) line alone, a single SOCOM program that absor bed Replicator, scales more than two orders of magnitude in one cycle: roughly $1B in the base budget plus ~$53.6B in reconciliation. F Y 2 6 A P P R O P R I A T E D $226M Single DAWG line, inaugural fiscal year. → ~242× F Y 2 7 R E Q U E S T $54.6B Single DAWG line: ~$1B base plus ~$53.6B reconciliation. R E P L I C A T O R Mass-produced attritable autonomous systems across multiple domains. C C A P R O G R A M Collaborative Combat Aircraft - manned- unmanned teaming at scale. D R O N E I N D U S T R I A L B A S E E . O . 2025 Executive Order to expand domestic small-UAS production capacit y. 0 8 · D O C T R I N E I N F L E C T I O N N A S D A Q · Q U C Y DoD FY2027 President's Budget, RDT&E justification - Defense Autonomous Warfare Group (DAWG) program element, within SOCOM and successor to Replicator: $225.9M (FY2026) to $54.6B (FY2027 request), ~$1B base plus ~$53.6B reconciliation. Same program line year over year, not an aggregate of separate programs. 08 / 19

Policy tailwinds pulling demand forward. Defense moder nization, autonomous adoption, and post-quantum securit y are accelerating the mar ket backdrop. Autonomous War fare Is a Priority Procurement shifting to scalable, low-cost, rapidly deployable unmanned systems across air, land, and sea. Counter-UAS Spending Is Rising Drone proliferation driving investment in detection, interdiction, and force protection. Post-Quantum Security Mandate NIST has finalized core PQ encr yption standards. Cyber resilience now central to nex t-gen defense. Domestic & Allied Supply Chains NDAA‑aligned procurement excludes foreign incumbents - trusted US manufacturing is required. WHAT THIS MEANS FOR QUCY QUCY is built for exactly what allied forces now need - battle‑tested autonomy, US manufacturing being stood up to meet demand, and engineering drawn from real frontline experience. ALIGNED TO ALLIED NEEDS ACCELERATING US MANUFACTURING REAL COMBAT KNOWLEDGE 0 9 · P O L I C Y T A I L W I N D S N A S D A Q · Q U C Y Sources: whitehouse.gov; Mordor Intelligence; NIST. 09 / 19

Three structural markets - all expanding through 2030. Quantum Cyber aims to address all three with a unified hardware, software, and IP stack - sold through US, NA TO, and Gulf gover nment channels. COUNTER-UAS $10.6B by 2030 27.2% CAGR From $2.4B in 2024 - base defense, critical infrastructure protection, and battlefield C-UAS demand. 1 MILITARY UAS $27 .4B by 2030 11.9% CAGR Strike, ISR, and loitering-munitions. Small-UAS and one-way-attack drones are the fastest-growing sub-segments. 2 NAVAL MCM $4.3B by 2030 6.2% CAGR Mine counter measures mar ket scaling as navies replace legacy MCM vessels with autonomous systems - mine war fare is the highest-asymmetr y threat to chokepoints like the Strait of Hor muz. 3 1 0 · M A R K E T O P P O R T U N I T Y N A S D A Q · Q U C Y 1. Grand View Research, Anti-Drone Market ($2.4B 2024 → $10.6B 2030) · 2. Mordor Intelligence, Military UAV Market ($27.4B by 2030) · 3. Research & Markets, Mine Countermeasures (MCM) Market ($3.2B 2025 → $4.3B 2030, 6.2% CAGR), Jan 2026 10 / 19

One AI brain. Three domains. Envisioning a single, quantum-accelerated AI platfor m and common control module drives air, ground, and maritime systems - collapsing training, logistics, and integration cost. QC-Core SHARED AUTONOMY BRAIN QC-Swarm QC-Nav QC-Sense QC-Shield A I R D O M A I N Aerial Systems SWARM-X autonomous swar m drone F ALCON 55 high-speed VTOL BP United strike drone (25 km+) Counter-UAS interceptor (350 kph) Sky-Eye aerial repeater G R O U N D D O M A I N Ground Systems GUARDIAN-X autonomous UGV Autonomous patrol & perimeter Logistics & medevac operations Counter-UAS ground node Tethered UAV relay host M A R I T I M E D O M A I N Maritime Systems Autonomous mine‑counter measure USV (AMDRSES) Aerial naval mine detection Autonomous decoy escor t Strait of Hor muz / littoral ops Persistent ISR sur face patrol 1 1 · T R I - D O M A I N A U T O N O M O U S P L A T F O R M N A S D A Q · Q U C Y Product specifications per Company press releases and BP United Corp IP portfolio, 2026. 11 / 19

Contract-ready platforms - LOIs signed with General Cherry & SOCOM. $500 per unit · min order 100 AUTONOMY Full - no GNSS dependency COMMS Mesh - degraded-EM resilient PAYLOAD Configurable kinetic / ISR STATUS LOI signed - General Cher r y & SOCOM $70,000 per unit CONFIGURATION Ver tical take-off & landing PROFILE High-speed strike / ISR RANGE Ex tended - GPS-denied nav STATUS LOI signed - General Cher r y & SOCOM Anchor license: exclusive rights to the BP United autonomous strike-drone platfor m (25 km+ range) anchor the flagship line - combat‑proven hardware paired with the QC- Core autonomy stack. SW ARM-X AUTONOMOUS SWARM DRONE F ALCON 55 HIGH-SPEED VTOL UAS 1 2 · F L A G S H I P P L A T F O R M S N A S D A Q · Q U C Y Flagship platform held under an exclusive worldwide license and collaboration agreement with BP United Corp (platform IP licensed, not owned); QUCY to own manufacturing. 12 / 19

Beyond air - autonomous ground & maritime force multipliers. PROVISIONAL PATENT FILED All-ter rain unmanned ground vehicle for autonomous patrol, logistics, medevac, and perimeter defense in denied environments. Fully autonomous - no operator required Amphibious all-ter rain mobilit y Configurable medical / logistic / kinetic payload Counter-UAS sensor integration Common QC-Core module - shared with UAS PROVISIONAL PATENT FILED Autonomous Maritime Decoy, Route-Scan & Escor t Sur face Vessel - built for the US Navy's highest-asymmetr y gap: mine war fare and littoral ISR. Autonomous mine counter measures - no diver / ROV Decoy escor t for high-value naval assets Aerial mine detection - >85% identification Strait of Hor muz / littoral threat focus Common QC-Core module - tri-domain commonalit y GUARDIAN-X AUTONOMOUS UGV AMDRSES MARITIME USV 1 3 · G R O U N D & M A R I T I M E P L A T F O R M S N A S D A Q · Q U C Y Specifications per provisional patent applications, 2025-2026. 13 / 19

Eight filed patent positions - every domain, every decision-chain layer . BP United Cor p / Quantum Cyber combined patent por tfolio - all provisional or pending filings, 2025-2026. Proprietar y and exclusively licensed positions. 01 MARITIME Aerial Naval Mine Detection Moored & bottom-mine ID at >85% probabilit y. Autonomous MCM without diver or ROV . USPTO FILED 02 CROSS-DOMAIN EMP-Shielding Filament 3D-printable composite hardening air frames & ground electronics against EMP / HPM. PATENT PENDING 03 PROPULSION Coaxial Dual-Propellant Motor Solid-propellant coaxial dual-fuel motor powering missile & intercept stacks. PROV. FILED 04 COMMS T ethered Aerial Comms Relay Persistent tethered UAV for line-of-sight comms relay at fixed & mobile sites. PROV. FILED 05 MARITIME AMDRSES Maritime USV Autonomous mine‑counter measure, decoy & escor t sur face vessel. Hybrid AI + acoustic sensing. PROV. FILED 06 GROUND GUARDIAN-X Autonomous UGV All-ter rain unmanned ground vehicle for autonomous patrol, medevac & logistics. PROV. FILED 07 C-UAS Counter-UAS Fragmenting Projectile Precision-fused fragmenting round for kinetic intercept of small UAS targets. PROV. FILED 08 MUNITIONS ProxiCap Smar t Fuze (40 mm) Proximit y-fuzed smar t-fuze retrofit for M32A1 MGL - software-defined detonation. PROV. FILED 1 4 · I N T E L L E C T U A L P R O P E R T Y P O R T F O L I O N A S D A Q · Q U C Y Patent status per USPTO filing and BP United Corp provisional applications, 2025-2026. 14 / 19

Quantum-inspired autonomy for contested EM environments. These research programs feed the QC-Core stack - QC-Swar m, QC-Nav, QC-Sense, and QC- Shield - which runs on classical hardware today and is por table to NISQ accelerators. No dependency on future quantum hardware for near-ter m capabilit y. QAOA Routing Optimization Quantum Approximate Optimization for real-time multi-agent path planning and target assignment under degraded comms. QRL Adaptive Control Quantum Reinforcement Lear ning for behavioral adaptation against jamming, spoofing, and counter-autonomy attacks. RF SENSE Quantum-Enhanced Antenna Research program on quantum-enhanced RF sensing for low-SNR detection of small, slow, low-altitude UAS threats. 1 5 · T H E Q U A N T U M A D V A N T A G E N A S D A Q · Q U C Y NISQ: Noisy Intermediate-Scale Quantum · SNR: Signal-to-Noise Ratio. Quantum-inspired research programs; classical-hardware capability today. 15 / 19

In advanced stages of setting up a US-based defense manufacturing complex. Announced May 2026 - planning to launch a ver tically integrated, NDAA‑compliant US manufacturer designed to onshore the entire production stack from raw aluminum to finished system, reducing foreign bottlenecks. U S F A C T O R Y In active discussions to finalize US factor y location and plant. N E V A D A Quantum Drones Corp US contracting vehicle - FOCI-eligible, with direct access to DIU, SOCOM & DHS and a posture primed for allied FMS. NDAA Section 1245 and Buy American provisions make US manufacturing a precondition for the FY26-FY27 procurement cycle. 01 Raw Materials In-house aluminum smelting; propellant-grade Al powder. 02 Propulsion Coaxial dual-propellant motors for strike & intercept. 03 Air frame Composite layup with EMP- shielded filament printing. 04 Autonomy & Electronics Flight-control, sensor & comms stacks built and tested. 05 Final T est & Delivery Acceptance, environmental qual & F A T before deliver y. 1 6 · U S M A N U F A C T U R I N G C O M P L E X · V E R T I C A L I N T E G R A T I O N N A S D A Q · Q U C Y Company press release, "Quantum Cyber Announces US Manufacturing Complex," May 28, 2026 (globenewswire.com). 16 / 19

Six moats - no single competitor has all of them. 01 Frontline-Proven Platforms Ukraine-tested designs - real EW , real jamming, real attrition economics. Not lab concepts. 02 Tri-Domain Commonality One QC-Core AI stack across air, ground & maritime. Competitors are single-domain - lower unit cost, higher lifetime value. 03 Filed Patent Por tfolio Provisional & pending patents across munitions, maritime, comms & propulsion - filed IP positions spanning ever y layer. 04 Ver tically Integrated Raw aluminum to finished system, being brought in- house: ALS smelter, CNC, A TF explosives license - designed to reduce foreign bottlenecks. 05 US Contracting Vehicle Quantum Drones Cor p - Nevada-domiciled, FOCI-eligible. Direct access to DIU, SOCOM & DHS; primed for allied FMS. 06 Nasdaq Public Platform 22.7M shares, zero debt, no war rants. A clean public vehicle for acquisitions and institutional scale. 1 7 · C O M P E T I T I V E D I F F E R E N T I A T I O N N A S D A Q · Q U C Y Competitive analysis based on public filings, IP portfolio, and BP United Corp operational history. 17 / 19

A clean public platform - built to execute and to scale. A debt-free, war rant-free Nasdaq vehicle with a tight float - the structural advantage a contract-stage defense platfor m needs to scale. COMPANY SNAPSHOT Nasdaq · QUCY Ticker change effective March 12, 2026 (f/k/a MYNZ). Quantum Cyber N.V . Public platfor m focused on autonomous defense, AI, and quantum-enabled systems. Quantum Drones Corp Wholly owned Nevada subsidiar y - the US contracting and procurement vehicle. Headquar ters West Palm Beach, Florida - US-domiciled operating footprint. 22.7M SHARES OUTSTANDING Tight float as publicly disclosed. Debt-Free NO FINANCIAL DEBT Clean, unleveraged balance sheet. Zero WARRANTS OUTSTANDING No exercisable war rant over hang. Nasdaq PUBLIC LISTING Liquid, transparent cur rency. More than $15M in prior warrant exercises retired the warrant over hang - strengthening the balance sheet and removing dilution risk. The platfor m enters this cycle clean. 1 8 · P U B L I C P L A T F O R M & C A P I T A L S T R U C T U R E N A S D A Q · Q U C Y Quantum Cyber public filings and press releases. Ticker change per globenewswire.com news release dated March 13, 2026. 18 / 19

N A S D A Q · Q U C Y T H A N K Y O U Capturing the autonomous supercycle. A US‑listed pure-play - aligned to what allied gover nments structurally need, and built by the engineers who have already fought this war. I N V E S T O R R E L A T I O N S Ar x Investor Relations qucy@ar xhq.com C O M P A N Y quantum-cyber.ai West Palm Beach, Florida 1 9 / 1 9

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