{"url_path":"/sec/qucy/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1874252/0001213900-26-058427-index.html","accession_number":"0001213900-26-058427","cik":"0001874252","ticker":"QUCY","issuer_name":"Quantum Cyber N.V.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1874252/0001213900-26-058427-index.html","primary_entity_key":"0001874252","primary_entity_name":"Quantum Cyber N.V."},"word_count":1038,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement**\n\n \n\n*Advisory Agreement*\n\n \n\nIn connection with entry into the License\nAgreement (as defined below), on May 12, 2026 (the “Effective Date”), Quantum Cyber N.V. (the “Company”)\nentered into that certain Advisory Agreement (the “Agreement”) with Alexander Gurevich (the “Advisor”),\npursuant to which the Company engaged Mr. Gurevich to serve as an independent advisor to the Company.\n\n \n\nUnder the terms of the Agreement, the Advisor\nagrees to attend four advisory meetings per year and to devote appropriate time and attention to advising the Company on strategic transactions.\nThe term of the Agreement shall be twelve months from the Effective Date, provided that certain covenants of the parties relating to confidentiality,\nnon-solicitation, among others, shall survive the term of the Agreement. The Company may terminate the Agreement with at least ten days\nprior written notice to the Advisor.\n\n \n\nPursuant to the Agreement, in consideration for the services rendered,\nthe Company has agreed to issue to the Advisor 5,000,000 restricted shares of the Company’s ordinary shares, at a price per share\nof $0.40, the closing price on the date the Board of Directors approved the Agreement, as well as reimbursement for all reasonable business\ntravel expenses previously authorized in writing by the Company and incurred by the Advisor in connection with his duties.\n\n \n\nThe Agreement also contains customary provisions\nincluding non-solicitation, a non-circumvention and confidentiality.\n\n \n\nThe foregoing description of the Agreement does\nnot purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed hereto as Exhibit\n10.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n*Intellectual Property License Agreement*\n\n \n\nOn May 12, 2026, the Company entered into an Intellectual\nProperty License Agreement (the “License Agreement”) with BP United Inc., a Delaware corporation (“BP United”),\npursuant to which BP United has granted to the Company an exclusive, sublicensable, perpetual, and fully paid-up worldwide license under\ncertain intellectual property owned or controlled by BP United (the “Licensed Technology”), including patents, patent applications,\ntrademarks, trade secrets, know-how, and other technology, to make, have made, use, offer to sell, sell, import, and otherwise exploit\nproducts and services incorporating the Licensed Technology (the “Licensed Products”). The Licensed Technology is applicable\nto multiple fields of use and applications, including, without limitation, drones, cyber technology, and other applications as the Company\nmay determine.\n\n \n\nThe license granted under the License Agreement\nis not limited to any specific field of use, application, or industry. BP United has agreed not to, and not to grant others the right\nto, make, use, offer to sell, sell, import, or otherwise exploit Licensed Products or Licensed Technology during the term of the License\nAgreement worldwide. The Company may grant sublicenses under the license through multiple tiers, to any of its affiliates, subsidiaries,\nor third parties, at the Company’s sole discretion.\n\n \n\nAs consideration for the license and rights granted\nunder the License Agreement, and subject to the satisfaction of certain conditions precedent, the Company has agreed to pay to BP United:\n(a) Five Million US Dollars ($5,000,000) in cash; and (b) 20,000,000 shares of common stock of the Company (the “Licensor Consideration\nShares”), in the form of restricted stock with a six-month lock-up period and a five percent (5%) average weighted volume restriction,\nissued at a price per share equal to the closing price on the date prior to the effective date of the License Agreement. The Licensor\nConsideration Shares will be issued pursuant to a securities purchase agreement between the Company and BP United in substantially the\nform attached to the License Agreement, to be entered into upon satisfaction of the conditions precedent set forth in the License Agreement.\nThe Company’s obligation to pay the foregoing consideration is subject to certain conditions precedent, including the completion\nof intellectual property due diligence to the Company’s satisfaction in its sole discretion, the filing and acceptance by the United\nStates Patent and Trademark Office of any corrective filings requested by the Company, the execution of the applicable securities purchase\nagreements, and the continued effectiveness of an Advisory Agreement (as described below). If such conditions precedent are not satisfied\nwithin ninety (90) days of the effective date of the License Agreement, the Company may terminate the License Agreement and the Supply\nAgreement (as described below) without any obligation to pay the consideration described above.\n\n \n\nThe License Agreement is effective in perpetuity\nunless earlier terminated. The Company may terminate the License Agreement at any time without cause upon thirty (30) business days’\nwritten notice. Either party may terminate for material breach upon ninety (90) days’ written notice (subject to cure). In the event\nof termination by the Company for BP United’s material breach, the Company may elect to retain all rights and licenses on a fully\npaid-up, perpetual, irrevocable basis, and BP United is required to cooperate in a technology transfer.\n\n \n\nBP United has represented and warranted, among\nother things, that the Licensed Technology is not in development and is ready for commercialization as of the effective date, and that\nBP United has not withheld any information material to the commercial readiness of the Licensed Technology.\n\n \n\n1\n\n \n\n \n\nThe License Agreement also contains customary\nrepresentations and warranties, indemnification provisions (including IP infringement indemnification by BP United), confidentiality obligations,\npatent prosecution and enforcement provisions, and intellectual property protection under Section 365(n) of the U.S. Bankruptcy Code.\n\n \n\nIn connection with the License Agreement, the\nCompany and BP United intend to enter into a Commercial Supply Agreement (the “Supply Agreement”). Under the Supply Agreement,\nBP United is the exclusive manufacturer and supplier of products incorporating the Licensed Technology (the “Products”) to\nthe Company. The Company has agreed to purchase its requirements of Products exclusively from BP United, except following an Inability\nto Supply Event (as defined in the Supply Agreement), in which case the Company may, in its sole discretion, manufacture or have manufactured\nthe Products using the Licensed Technology without limitation.\n\n \n\nThe foregoing description of the License Agreement\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, which is filed\nhereto as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference."}