{"url_path":"/sec/qucy/8-k/2026-06-15/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":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1874252/0001213900-26-068778-index.html","accession_number":"0001213900-26-068778","cik":"0001874252","ticker":"QUCY","issuer_name":"Quantum Cyber N.V.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1874252/0001213900-26-068778-index.html","primary_entity_key":"0001874252","primary_entity_name":"Quantum Cyber N.V."},"word_count":816,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement**\n\n \n\n*Intellectual Property License Agreement with Project LightShift*\n\n \n\nOn June 11, 2026 (the “Effective Date”),\nthe Company entered into an Intellectual Property License Agreement (the “License Agreement”) with Project LightShift, a Florida\nCorporation (“LightShift”), pursuant to which LightShift has granted to the Company a license to use certain intellectual\nproperty owned or controlled by LightShift (collectively, the “Licensed Technology”), including patents, patent applications,\ntrademarks, trade secrets, know-how, and other technology as related to quantum antenna systems and related products and services integrated\ninto or designed for unmanned aerial vehicles and drone platforms, the manufacture, use, offer for sale, sale, importation, or other exploitation\nof which utilizes or incorporates any Licensed Technology, in each case regardless of form factor, configuration, branding, or generation.\nThe license granted under the License Agreement is limited to quantum antenna systems integrated into or designed for unmanned aerial\nvehicles and drone platforms used in defense and national security applications (the “Licensed Field of Use”).\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 and/or grant,\nas applicable, to LightShift: (a) $1,000,000 in cash, payable in installments pursuant to the terms of the License Agreement and subject\nto certain acceleration conditions and (b) restricted ordinary shares of the Company, having an aggregate value of $5,000,000 (the “Consideration\nShares”) to be issued on a quarterly basis over eight equal installments and subject to certain lock-up provisions, with a six-month\nlock-up period and a 2% weighted average daily trading volume of the Consideration Shares. Additionally, LightShift shall use commercially\nreasonable efforts as a company in the defense sector would use to research, develop, and commercialize national-defense related products\nto deliver a demonstrable prototype of the Licensed Technology (the “Prototype”) by December 31, 2026, and upon successful\ndemonstration of the Prototype, the Company shall have an exclusive 120 day right of first negotiation to be negotiated in good faith\nfor a joint venture, royalty arrangement, or other commercial arrangement, covering the further commercialization of the Licensed Technology\nwithin the Licensed Field of Use. Additionally, pursuant to the terms of the License Agreement, Nadab Akhtar shall be appointed as a Special\nAdvisor to Company on quantum technologies.\n\n \n\nThe License Agreement is effective as of the Effective\nDate and will continue in full force and effect in perpetuity unless earlier terminated. The Company may terminate the License Agreement\nat any time without cause upon 30 business days’ written notice. Either party may terminate the License Agreement for material breach\nupon 90 days’ written notice, subject to cure. Additionally, if LightShift fails to deliver certain monthly developmental reports,\nor fails to deliver the Prototype by March 31, 2027, the Company shall have the right, in its sole discretion, to terminate the License\nAgreement for material breach by LightShift. If the License Agreement is terminated, all unvested Consideration Shares shall be automatically\nforfeited and returned to the Company. Notwithstanding the foregoing, in the event the License Agreement is terminated due to LightShift’s\nmaterial breach pursuant to the terms of the License Agreement, (i) all unvested Consideration Shares shall immediately and automatically\nbe clawed back and returned to the Company for cancellation without any further consideration or action by either party and (ii) the Company\nshall have the right, exercisable in its sole discretion by written notice to LightShift within 90 days following such termination, to\nrepurchase all vested Consideration Shares then held by LightShift at a price equal to$ 0.001 per share as liquidated damages.\n\n \n\nThe License Agreement also contains customary\nrepresentations and warranties, indemnification provisions, confidentiality obligations, and intellectual property protection under Section\n365(n) of the U.S. Bankruptcy Code.\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 10.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n* *\n\n*Voting Agreement with LightShift*\n\n* *\n\nOn June 11, 2026, in connection with the entry\ninto the License Agreement, the Company entered into a voting agreement (the “Voting Agreement”) with LightShift, pursuant\nto which LightShift has agreed to vote, at any duly called meeting of shareholders of the Company, all of its ordinary shares issued pursuant\nto the License Agreement, together with any shares held as of the date of the Voting Agreement or otherwise acquired in the future by\nLightShift, in favor of any proposal recommended for approval by the Board of Directors of the Company.\n\n \n\nThe foregoing description of the Voting Agreement\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Voting Agreement, which\nis filed hereto as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n 1"}