Quantum Cyber (QUCY) Proxy filing summary

Executive summary

• An extraordinary shareholders' meeting is scheduled for April 22, 2026, to vote on major proposals including auditor ratification, share issuances, amendments to the Articles of Association, reverse share split, director appointments, incentive plan amendments, remuneration policy changes, and board resolution approvals.

• The meeting will address a transformative investment and recapitalization, including a $6 million private placement with David Lazar, which could result in over 95% ownership by the investor upon full conversion of preferred shares.

• The board recommends voting in favor of all proposals, which are interdependent and necessary for the completion of the investment and related transactions.

Voting matters and shareholder proposals

• Proposals include ratifying Reliant CPA PC as auditor, approving share issuances for Nasdaq compliance, amending the Articles for share conversions and a name change to Quantum Cyber N.V., authorizing a reverse share split, appointing four directors, increasing shares under the 2025 Omnibus Incentive Plan, amending the remuneration policy, and approving board resolutions related to the investment.

• Approval of these proposals is required to complete the $6 million investment and related settlement agreements.

• Failure to approve all proposals may prevent the final closing of the investment and related releases and payments.

Board of directors and corporate governance

• Four director nominees are proposed: David Lazar (executive director/CEO), Robert Liscouski, David Natan, and Avraham Ben-Tzvi (all non-executive directors).

• If elected, the current board (except Lazar) and executive officers will resign, and the new board will be majority independent under Nasdaq rules.

• New board committees (audit, compensation, nomination) will be formed with the new directors.