{"url_path":"/sec/qmls/8-k/2026-07-16/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/2084026/0001437749-26-023712-index.html","accession_number":"0001437749-26-023712","cik":"0002084026","ticker":"QMLS","issuer_name":"QumulusAI, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2084026/0001437749-26-023712-index.html","primary_entity_key":"0002084026","primary_entity_name":"QumulusAI, Inc."},"word_count":492,"has_tables":true,"body_markdown":"**Item 5.03**\n\n**Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nAs previously disclosed in the Registration Statement, and in connection with the Direct Listing, the Company filed its Second Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) with the Secretary of State of the State of Georgia effective July 14, 2026. On June 16, 2026, the Company’s shareholders, upon recommendation of the Board, approved the Amended and Restated Articles to be filed effective upon the effectiveness of the Registration Statement. The Amended and Restated Articles amend and restate the Company’s prior amended and restated articles of incorporation in their entirety to, among other things: (i) update the Company’s registered agent, registered office, and principal office; (ii) authorize 1,100,000,000 shares of capital stock, consisting of 1,000,000,000 shares of common stock and 100,000,000 shares of preferred stock, which may be created and issued from time to time by the Company in one or more series, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board; (iii) establish a quorum equal to one-third (1/3) of the shares of stock of the Company entitled to vote, present in person or represented by proxy; (iv) clarify that the Board shall consist of one (1) or more members, as may be determined from time to time by the Board; (v) update director liability provisions; (vi) permit the Amended and Restated Articles to be amended by the affirmative vote of the holders of a majority of all the votes entitled to be cast by the shareholders of the Company generally in the election of directors voting together as a single voting group regardless of class or series rather than requiring a supermajority vote; (vii) permit the Company’s bylaws to be amended by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the shares of stock of the Company who are present in person or represented by proxy at a meeting at which a quorum is present and who are entitled to vote on the subject matter; (viii) remove the provision allowing shareholders representing at least twenty-five percent (25%) of all votes entitled to be cast by shareholders to call a special meeting of shareholders in favor of a majority standard, as set forth in the Company’s Second Amended and Restated Bylaws; and (ix) implement restrictions on certain business combinations with interested shareholders under Article 11A of the Georgia Business Corporation Code.\n\n \n\n \n\nThe foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated Articles, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference."}