Form 8-K

8-K — Quanome Technologies, Inc.

Accession: 0001213900-26-105778

Filed: 2026-10-01

Period: 2026-09-28

CIK: 0001996192

SIC: 4731 (ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0307308-8k_quanome.htm (Primary)

EX-99.1 — PRESS RELEASE, ISSUED ON OCTOBER 1, 2026 (ea030730801ex99-1.htm)

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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):

September 28, 2026

Quanome Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

001-42140

82-1978491

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

112 W 34th St, FL 18, Room 18022

New York, NY

10120

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (778) 888-7232

Not Applicable

(Former name or former address if changed since

last report)

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:

☐

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, $0.0001 par value per share

QNME

The Nasdaq Stock Market LLC

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 1.01 Entry into a Material Definitive

Agreement.

On September 28, 2026, Quanome Technologies, Inc.

(Nasdaq: QNME, the “Company”) entered into a Revolving Loan Agreement (the “Loan Agreement”) with Yang Li, the

Company’s Chairman of the Board and Chief Executive Officer (the “Lender”), pursuant to which the Company may from time

to time request loan advances in an aggregate principal amount outstanding at any time of up to $15.0 million. On September 28, 2026,

the transaction was reviewed and approved independently by the Audit Committee of Quanome’s Board of Directors, which is comprised solely

of three independent directors.

Pursuant to the Loan Agreement, each loan advance

is subject to the Lender’s written approval. Subject to the terms of the Loan Agreement, amounts borrowed and repaid may be reborrowed

during the draw period. The Company may prepay outstanding amounts at any time without premium or penalty. Amounts funded under the Loan

Agreement bear interest at a rate of 6.0% per annum, payable monthly in arrears. The proceeds of any loan advances may be used for working

capital and general corporate purposes. The Loan Agreement matures three months after its effective date; provided that, if Mr. Li ceases

to serve as both Chairman of the Board and Chief Executive Officer of the Company, all outstanding amounts will become due and payable

30 calendar days after he ceases to serve in the second of those capacities.

The Loan Agreement contains customary representations

and warranties, affirmative and negative covenants and events of default. In addition, the Lender may terminate the availability of further

loan advances at any time upon written notice to the Company, subject to the Lender’s obligation to fund any loan advance previously

approved in accordance with the Loan Agreement.

The foregoing description of the Loan Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which the Company

intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 1, 2026, the Company issued a press

release titled “Quanome CEO to Back Quantum Strategy with Up to $15 Million in Non-Dilutive Growth Capital.” A copy of the

press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit

99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under

the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press release, issued on October 1, 2026

104

Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

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.

Quanome Technologies, Inc.

Dated: October 1, 2026

By:

/s/ Yang Li

Name:

Yang Li

Title:

Chief Executive Officer and Director

EX-99.1 — PRESS RELEASE, ISSUED ON OCTOBER 1, 2026

EX-99.1

Filename: ea030730801ex99-1.htm · Sequence: 2

Exhibit 99.1

Quanome CEO to Back Quantum Strategy with

Up to $15 Million in Non-Dilutive Growth Capital

Insider Scaled Capital Support Reflects

Confidence in Quanome’s Strategic Direction and Future Potential

NEW YORK, NY, Oct. 01, 2026 (GLOBE NEWSWIRE)

-- Quanome Technologies, Inc. (Nasdaq: QNME) (“Quanome” or the “Company”), has entered into a revolving loan

agreement with the Company’s CEO and Chairman, Yang Li, for up to $15 million in non-dilutive growth capital. The arrangement gives

Quanome an additional potential source of capital as it executes its strategic priorities in the quantum computing space.

Approved advances will bear interest at 6.0% per

annum. The instrument is revolving, meaning amounts repaid may be borrowed again during the draw period, subject to the agreement’s repayment

terms and Mr. Li’s approval of each borrowing request. Any proceeds will be used for working capital and general corporate purposes.

The transaction was reviewed and approved independently

by the Audit Committee of Quanome’s Board of Directors. The committee determined that the agreement and the transactions it contemplates

are fair and reasonable to the Company and in, or not inconsistent with, the best interests of the Company and its stockholders. Mr. Li

disclosed his interest and did not participate in the Audit Committee’s deliberations or vote.

“I am deeply committed to Quanome’s quantum-focused

strategy and the long-term potential of the growth opportunities we are pursuing,” said Yang Li, Chief Executive Officer and Chairman

of Quanome Technologies. “Providing this financial support is a practical expression of my confidence in our future. Our ambition

remains steadfast: to connect quantum science, artificial intelligence and advanced computing with real-world applications that can create

tangible social and economic value for communities and economies, world-wide.”

Quanome’s strategy spans four streams: Quantum

and AI Systems, Quantum Life Sciences - Molecular Discovery, Advanced Nuclear, and Quantum-Safe Cybersecurity. Within Quantum and AI Systems,

Quanome is developing XDT, its AI cloud business. The Company recently announced an infrastructure purchase agreement as an initial step

toward its planned first U.S. AI infrastructure hub. These initiatives support Quanome’s broader aim of making advanced technologies more

accessible and leveraging them into practical applications for potential long-term economic and societal benefits.

Quanome’s Global Quantum Council and Scientific

Advisory Network are also intended to bring scientific, technological and commercial perspectives together for broader market benefit.

The Company aims to link with experts in quantum and related complex sciences to help provide insights on trends, as well as evaluate

emerging technologies, collaborations and opportunities that provide practical growth and potential.

ENDS

NOTES FOR EDITORS

Media / Investor Relations Contact:

Lauren Callie

www.Quanometech.com

investor@Quanometech.com

Editors Notes

About Quanome Technologies

Quanome Technologies, Inc. (Nasdaq: QNME) is a U.S.-based technology

company focused on opportunities across Quantum and AI Systems, Quantum Life Sciences - Molecular Discovery, Advanced Nuclear, and Quantum-Safe

Cybersecurity. The Company combines commercial initiatives with the development of a global scientific network through its Global Quantum

Council and Scientific Advisory Network. Quanome aims to translate advances in quantum science and related technologies into practical,

real-world applications across industries shaped by complex computational and scientific challenges.

Forward-Looking Statements

This release contains forward-looking statements regarding potential

loan advances under the revolving loan agreement, the anticipated use and benefits of any proceeds, the Company’s financial flexibility

and strategic priorities, the evaluation and development of quantum-related technologies, potential commercial opportunities, future partnerships

and collaborations, and the Company’s strategy and future operations. These statements are based on current plans, assumptions and expectations

and involve risks and uncertainties. Actual results and timing may differ materially, including because each loan advance requires the

lender’s approval and is subject to the agreement’s conditions, and due to financing availability, technological and competitive developments,

regulatory requirements, third-party performance and other factors described in the Company’s filings with the Securities and Exchange

Commission. The Company undertakes no obligation to update forward-looking statements except as required by applicable law.

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