Watch for the pace of ATM sales in upcoming quarterly disclosures — rapid selling would accelerate dilution and pressure the stock. The company's loss of S-3 eligibility after the FY2026 10-K (expected early 2027) creates a hard deadline; any delay in filing or inability to raise sufficient cash before then increases going-concern risk. Monitor the LightShift prototype milestone (Dec 31, 2026) — failure could trigger clawback of license shares but also signal technology risk.
Price Chart
Executive Summary
Quantum Cyber N.V. filed a 424B5 prospectus supplement for an at-the-market (ATM) equity offering of up to $100,000,000 in ordinary shares through Titan Partners Securities LLC. The company has no revenue, an accumulated deficit, a going-concern qualification, and faces imminent loss of Form S-3 eligibility after its next 10-K filing, making this a distressed capital raise to fund a pivot from cancer diagnostics to AI/quantum drone technology. The massive potential dilution (up to ~70M new shares at ~$1.43, adding to 87M existing shares and massive convertible preferred overhang) is highly bearish for existing shareholders.
Key Facts
- ATM offering of up to $100,000,000 in ordinary shares via Titan Partners Securities LLC at a 3% commission.
- Stock price at filing: $1.39 per share (Oct 8, 2026); assumed offering price in dilution calc: $1.43.
- Pro forma as-adjusted net tangible book value per share after full offering: $0.70, implying $0.73 dilution per new share.
- Existing share count: 87,219,235 (Oct 7, 2026); up to ~69.9M new shares could be sold, bringing total to ~157M.
- Massive convertible preferred overhang: Series D (875,300 shares → 196.9M ordinary) and Series E (1M shares → 225M ordinary).
- Going-concern qualification in audited FY2025 financials; accumulated deficit of ~$110M (from prior S-3 analysis).
- Company will lose Form S-3 eligibility after FY2026 10-K filing (earliest regain Aug 1, 2027), threatening future ATM sales.
- Proceeds intended for capital expenditures, software development, production capacity expansion, and working capital.
- Prior S-3 (June 2026) registered $250M total; this $100M ATM is a takedown from that shelf.
- Company pivoted from cancer diagnostics (Mainz Biomed) to AI/quantum drone tech in April 2026; no revenue from new strategy.
Financial Impact
Up to $100M gross proceeds from ATM; immediate dilution of $0.73/share for new investors at assumed $1.43 price; existing shareholders face massive dilution from both this offering and convertible preferred shares (Series D/E could add ~422M shares).
Risk Factors
- Massive dilution from ATM and convertible preferred shares (Series D/E could add ~422M shares to current 87M).
- Going-concern risk: no revenue, accumulated deficit, and reliance on this ATM for survival.
- Loss of Form S-3 eligibility after FY2026 10-K filing (earliest regain Aug 1, 2027) could halt ATM sales.
- Unproven business model pivot from cancer diagnostics to AI/quantum drones; no revenue from new strategy.
- Stock price well below $1.39 — ATM sales at depressed prices increase dilution per dollar raised.
- Nasdaq continued listing risk given low share price and potential non-compliance.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001213900-26-108578 |
| Document: 0001213900-26-108578-index-headers.html | 0001213900-26-108578 |
| Document: 0001213900-26-108578-index.html | 0001213900-26-108578 |
| Document: 0001213900-26-108578.txt | 0001213900-26-108578 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | Press Release | — | awaiting T+20 | — | — |
Oct 16, 2026 9d ago | 8-K | $1.07 | awaiting T+20 | — | $1.01 (−5.61%) |
Oct 9, 2026 16d ago | 8-K | $1.03 | awaiting T+20 | — | $1.01 (−1.94%) |
Oct 9, 2026 16d ago | 424B5 | $1.03 | awaiting T+20 | — | $1.01 (+1.94%) |
Sep 28, 2026 28d ago | Press Release | $1.36 | awaiting T+20 | — | $1.01 (−25.74%) |
Sep 25, 2026 4w ago | 8-K | $1.37 $1.01 | ▼ −26.28% | ▼ −24.80% | $1.01 (−26.28%) |
Sep 25, 2026 4w ago | Press Release | $1.37 $1.01 | ▼ −26.28% | ▼ −24.80% | $1.01 (−26.28%) |
Aug 13, 2026 10w ago | Press Release | $1.42 $1.34 | ▼ −5.63% | ▼ −3.89% | $1.01 (−28.87%) |
Jul 24, 2026 13w ago | 8-K | $1.08 $1.30 | ▲ +20.37% | ▲ +16.74% | $1.01 (−6.48%) |
Jul 16, 2026 14w ago | Press Release | $1.19 | awaiting T+20 | — | $1.01 (−15.13%) |
US Market Status
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