Watch for the Plurilock shareholder vote on or before November 27, 2026, and CFIUS clearance as key milestones. The C$0.28 implied value per Plurilock share provides a reference point for arbitrageurs. Monitor for any superior proposals during the go-shop period and for the satisfaction of regulatory conditions (CFIUS, stock exchange approvals).
Price Chart
Executive Summary
Quantum eMotion Corp. (QNC) has entered into a definitive arrangement agreement to acquire Plurilock Security Inc. in a stock-and-cash transaction. Plurilock shareholders will receive C$0.084 cash plus 0.0763 of a QNC share per Plurilock share, implying a total consideration of approximately C$0.28 per share based on the option exercise price reference. The deal is structured as a court-approved plan of arrangement under the BCBCA, with a special meeting of Plurilock shareholders expected by November 27, 2026, and an outside closing date of January 29, 2027. The transaction is subject to shareholder approval, court approval, CFIUS clearance, and other customary conditions.
Key Facts
- Quantum eMotion Corp. (Parent) to acquire Plurilock Security Inc. (Company) via plan of arrangement under BCBCA
- Plurilock shareholders receive C$0.084 cash + 0.0763 Quantum eMotion shares per Plurilock share held
- Plurilock options (in-the-money at $0.28 strike) receive 30% cash / 70% stock consideration; out-of-the-money options expire worthless
- Plurilock RSUs receive same consideration as common shares (C$0.084 cash + 0.0763 QNC share per RSU)
- Plurilock warrants and debentures continue with adjusted conversion terms post-closing
- Special meeting of Plurilock shareholders to be held on or before November 27, 2026
- Outside date for closing: January 29, 2027
- Termination fee: C$1,500,000 payable by Plurilock in certain circumstances (superior proposal, change in recommendation, etc.)
- Reverse termination fee: C$1,500,000 payable by Quantum eMotion in certain circumstances (willful breach, failure to close)
- Bridge financing of up to C$2,000,000 to be provided by Quantum eMotion to Plurilock prior to closing
- Key executives Ian Paterson (CEO) and Veera Singh (CFO/COO) to enter into employment agreements with Quantum eMotion effective at closing
- Voting and support agreements secured from Plurilock directors/officers holding ~7,593,816 common shares and significant convertible securities
- Transaction requires CFIUS approval, TSX-V and NYSE American listing approvals, and court orders
- Fairness opinion received from Paradigm Capital Inc.
- Plurilock board and special committee unanimously recommend the arrangement
Financial Impact
Total consideration valued at approximately C$0.28 per Plurilock share (C$0.084 cash + 0.0763 QNC shares). Based on 112,608,368 shares outstanding, aggregate cash consideration ~C$9.5M plus approximately 8.6M QNC shares issued. Bridge financing of up to C$2M provided pre-closing.
Risk Factors
- CFIUS review could delay or block the transaction given U.S. national security concerns over cybersecurity assets
- Shareholder approval requires two-thirds majority; dissent rights capped at 5% of shares
- Plurilock's business performance between signing and closing could trigger a Material Adverse Effect clause allowing termination
- Integration risk combining two small-cap cybersecurity/quantum technology companies
- Bridge financing of C$2M may not be sufficient if closing is delayed
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 6-K Filing (Primary) | 0001104659-26-115533 |
| Document: tm2627479d1_ex99-7.htm | 0001104659-26-115533 |
| Document: tm2627479d1_ex99-8.htm | 0001104659-26-115533 |
| Document: tm2627479d1_ex99-9.htm | 0001104659-26-115533 |
| Document: tm2627479d1_ex99-6.htm | 0001104659-26-115533 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 13, 2026 13d ago | 6-K | $1.31 $1.22 | ▼ −6.87% | ▼ −7.32% | $1.06 (−19.08%) |
Aug 14, 2026 10w ago | 6-K | $2.23 $2.04 | ▼ −8.52% | ▼ −7.33% | $1.06 (−52.47%) |
Jul 1, 2026 16w ago | 6-K | $2.98 $2.75 | ▼ −7.72% | ▼ −7.98% | $1.06 (−64.43%) |
Jun 22, 2026 18w ago | 6-K | $3.53 $3.08 | ▼ −12.75% | ▼ −12.29% | $1.06 (−69.97%) |
May 26, 2026 21w ago | 6-K | $3.18 $3.37 | ▲ +5.97% | ▲ +5.51% | $1.06 (−66.67%) |
May 15, 2026 23w ago | 6-K | $2.67 $3.29 | ▲ +23.22% | ▲ +21.60% | $1.06 (−60.30%) |
May 14, 2026 23w ago | 6-K | $2.70 $3.28 | ▲ +21.48% | ▲ +20.52% | $1.06 (−60.74%) |
Apr 17, 2026 27w ago | 6-K | $2.91 $2.91 | · 0.00% | ▼ −0.91% | $1.06 (−63.57%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers