Quanome Technologies, Inc. filed a Form 8-K on November 9, 2026, disclosing a Stock Purchase Agreement dated November 4, 2026, under which the company agreed to acquire 31,579 newly issued shares of QAI Labs Ltd. in exchange for 6,541,236 newly issued shares of Quanome common stock.

Key Highlights

  • Acquisition target: Quanome Technologies agreed to purchase 31,579 newly issued and outstanding shares of QAI Labs Ltd., a Delaware-incorporated company.
  • Equity consideration: Quanome will issue 6,541,236 new shares of common stock at par value US$0.0001 per share to QAI Labs Ltd. as the sole consideration.
  • Agreement date: The Stock Purchase Agreement was signed on November 4, 2026, between Quanome Technologies, Inc. as Buyer and QAI Labs Ltd. as Seller.
  • Termination deadline: Either party may terminate the agreement if closing has not occurred on or before December 31, 2026, subject to certain exceptions.
  • Unregistered issuance: Any shares issued under the agreement will rely on an exemption from Securities Act registration requirements pursuant to Section 4(a)(2).
  • Press release: On November 9, 2026, the company issued a press release titled "Quanome Enters into Agreement for Strategic Investment in QAI Labs, Advancing Quantum Life Sciences Strategy."

Quanome Technologies Discloses Stock Purchase Agreement for QAI Labs Shares

According to the filing, Quanome Technologies, Inc. (NASDAQ:QNME), a Nevada-incorporated company headquartered at 112 W 34th St, FL 18, Room 18022, New York, NY 10120, entered into a Stock Purchase Agreement on November 4, 2026, to acquire 31,579 newly issued and outstanding shares of QAI Labs Ltd. The company will issue 6,541,236 new shares of its own common stock at par value US$0.0001 per share to QAI Labs Ltd. as the equity consideration for the transaction.

The filing discloses that the acquisition is subject to several closing conditions. These include receipt of all required third-party or governmental consents and approvals, the absence of any legal restraint preventing the transaction, the accuracy of each party's representations and warranties subject to materiality qualifiers, the absence of a material adverse change in QAI Labs Ltd.'s business or financial condition, and satisfaction of other conditions set forth in the Purchase Agreement. The filing notes that the representations and warranties in the agreement "were used for the purpose of allocating risk between the parties rather than establishing certain matters as facts."

The filing states that termination rights exist for both parties, including if the closing does not occur by December 31, 2026, if a material breach occurs and is not waived, if any closing condition cannot be satisfied, or by mutual consent. The share issuance is described as relying on the exemption provided by Section 4(a)(2) of the Securities Act of 1933. The filing contains forward-looking statements that the company cautions are subject to risks and uncertainties, and the company states it undertakes no obligation to update them publicly unless legally required.

What Was Disclosed

Quanome Technologies, Inc. reported entry into a Stock Purchase Agreement dated November 4, 2026, to acquire 31,579 shares of QAI Labs Ltd. by issuing 6,541,236 new common shares at US$0.0001 par value, with closing conditions and a December 31, 2026 termination deadline.