Quantum Cyber N.V. 8-K

What Happened
Quantum Cyber N.V. announced on May 12, 2026 that it entered into an Intellectual Property License Agreement with BP United, granting Quantum Cyber an exclusive, sublicensable, perpetual, fully paid-up worldwide license to BP United’s Licensed Technology for multiple applications (including drones and cyber technology). The License Agreement contemplates consideration of $5,000,000 in cash plus 20,000,000 restricted shares (subject to a six-month lock-up and a 5% average weighted volume restriction), subject to specified conditions precedent. On the same date the company entered an Advisory Agreement with Alexander Gurevich under which the company will issue 5,000,000 restricted shares to Mr. Gurevich for advisory services. Effective May 13, 2026 the Board also appointed Peter O’Rourke as a director.

Key Details

• License Agreement effective May 12, 2026; license is exclusive, sublicensable and perpetual.
• Potential consideration to BP United: $5,000,000 cash + 20,000,000 restricted common shares (issuance subject to conditions precedent and a securities purchase agreement).
• Conditions precedent include satisfactory IP due diligence, corrective USPTO filings (if requested), execution of securities purchase documents, and continued effectiveness of the Advisory Agreement; company may terminate the license without obligation if conditions are not satisfied within 90 days.
• Advisory Agreement (May 12, 2026): 5,000,000 restricted shares issued to Alexander Gurevich at $0.40 per share; 12‑month term; advisor to attend four meetings per year.
• Supply Agreement planned with BP United naming BP United as exclusive manufacturer/supplier; Quantum Cyber must purchase Products exclusively from BP United unless an “Inability to Supply Event” allows alternate manufacturing.

Why It Matters
This filing signals a potentially material business development: if completed, the BP United license could give Quantum Cyber rights to commercialize new technology across multiple industries, and the accompanying supply agreement would make BP United the primary manufacturer. However, the $5M cash payment and 20M-share issuance are conditional — failure to satisfy diligence or other conditions within 90 days lets Quantum Cyber walk away without paying. Investors should note the potential dilution (20M shares to BP United plus 5M advisor shares) and the company’s reliance on BP United as an exclusive supplier until an inability-to-supply event occurs. The appointments and advisor issuance are corporate governance items that may support commercialization and strategic transactions but are not guaranteed revenue drivers absent successful execution of the agreements.