Quantum Cyber NV

This management proposal requests shareholder approval to issue Ordinary Shares underlying the Series A–E Preferred Shares issued or to be issued under a Purchase Agreement with investor David Lazar, including any shares issuable under anti‑dilution provisions, in order to comply with Nasdaq Listing Rules 5635(b) and 5635(d). Management is seeking approval because the proposed private placements would, upon conversion, result in issuances exceeding Nasdaq thresholds (including potential change-of-control and 20% issuance below minimum price rules), and Nasdaq requires explicit shareholder approval for such issuances. The transaction is structured in two closings: a First Closing already completed that issued Series A–C Preferred Shares convertible into up to 27 million Ordinary Shares and a contingent Second Closing for Series D–E convertible into up to 450 million Ordinary Shares upon shareholder approvals and satisfaction of closing conditions. The Purchase Agreement includes restrictive covenants limiting corporate actions prior to the Second Closing, a voting agreement from certain shareholders to support the proposals, and participation and registration rights that materially affect corporate governance and capital structure. Board support is grounded in financing necessity: without approval the company risks remaining under restrictive covenants, being unable to close the Second Closing, and facing potential insolvency or forced asset sales due to lack of capital. The proposal creates extreme dilution risk to existing shareholders (the Preferred Shares could represent over 95% of fully diluted Ordinary Shares), which the Board argues is offset by the immediate capital injection to sustain operations and by contractual protections (e.g., conversion caps and potential alternate remedies if approvals fail). The board recommends a FOR vote citing the need to secure financing and comply with Nasdaq rules; sophisticated investors should weigh the near-term survival and capital benefits against the transformative dilution, board control shifts, related-party concerns (significant purchases and board appointments by Lazar), and potential governance changes reflected in the Voting Agreement and other transaction documents.

This management proposal seeks shareholder approval to amend the Articles of Association to enable conversion ratios for Series A–E Preferred Shares (A–C: 9 Ordinary Shares per preferred; D–E: 225 Ordinary Shares per preferred), to change the company name to Quantum Cyber N.V., and to materially increase authorized share capital on a post-reverse-split basis so the Preferred Shares can convert. Management is seeking this approval because these amendments are express conditions precedent to the Final Closing of the $6 million investment from David Lazar under the Purchase Agreement: without these amendments the Second Closing and conversion mechanics cannot occur. The proposed conversions are extraordinarily dilutive—if converted they would account for virtually all fully diluted outstanding shares—and the Share Capital Increase and reverse split mechanics are structured to accommodate those conversions while enabling Nasdaq compliance and future flexibility for issuances. The Board frames the name change as strategic repositioning tied to potential new activities in quantum computing, though it explicitly notes no binding acquisitions or formal arrangements in that space exist. The Board recommends FOR because it views approval as necessary to secure financing, implement the transaction and allow the Settlement Agreements and related releases/payments to occur; it also cites the structural need to increase authorized shares so conversions can be effected. Investors should consider the severe dilution, related-party dynamics (material purchases by Lazar and his board influence), potential governance changes and anti-dilution mechanics, balancing those risks against the immediate capital inflow that could preserve operations and fund strategic exploration. The company discloses contingency mechanisms if shareholder approval is not obtained (including a capped alternate issuance to Lazar limited to 19.99%), but approval would effectively transfer control and materially alter ownership and governance, requiring shareholders to weigh survival financing against loss of economic and voting interest.

This proposal asks shareholders to authorize an amendment permitting the Board to effect a reverse share split at a ratio within 1:2 to 1:100, with the Board retaining discretion if and when to implement the split. Management is pursuing this authorization primarily to provide a tool to regain compliance with Nasdaq’s $1.00 minimum bid price requirement after receiving a deficiency notice—regaining compliance is necessary to avoid potential delisting, which would materially reduce liquidity and market accessibility. The amendment itself does not immediately change outstanding shares but grants the Board authority to combine shares and adjust nominal values; effects on authorized share counts will interact with the Additional Amendment Proposal if approved. The company discloses the trade‑off: a reverse split may increase per‑share price and help maintain listing but could adversely affect liquidity, investor perception, and not guarantee sustained compliance. The Board will consider multiple factors before exercising the authority, including market conditions and projected financials; it can also choose not to effect the split even if authorized. The Board recommends FOR the proposal, arguing the reverse split is the most viable contingency to preserve Nasdaq listing and thereby shareholder value, but investors should recognize that a split can be a short-term mechanical remedy that does not address underlying business fundamentals and may concentrate ownership and change market dynamics.

This management proposal seeks shareholder approval to increase the 2025 Omnibus Incentive Plan share pool from approximately 1.47M to 10M shares. Management and the Compensation Committee argue the increase is needed to provide sufficient equity awards to attract, retain and motivate employees and management, and to maintain flexibility for grants; they also note Nasdaq Listing Rule 5635(d) may require shareholder approval for potential awards priced below a Minimum Price, so the vote will also serve Nasdaq compliance purposes. The amendment would substantially increase potential dilution—the plan would grow from roughly 1.4% to approximately 68.2% of existing shares on a pre-transaction basis, and could become materially larger after the Final Closing—so shareholders will experience significant dilution if these shares are issued. The Board frames this as a trade-off between enabling retention and recruitment through equity incentives and the resulting dilution; it recommends FOR because it views the enlarged pool as necessary to support future operations and post-closing growth. Investors should scrutinize potential issuance pacing, vesting, exercise pricing, and anti-dilution mechanics, and consider that the plan’s automatic quarterly increases could magnify dilution unless the Board limits them; the proposal should be evaluated in the context of the broader capital transaction with Lazar and the company’s need for financing and talent post-closing.

Management proposes substantive amendments to the Remuneration Policy to materially increase director pay opportunity, including raising annual equity award caps to 500,000 shares per director, increasing fixed non-executive director cash to up to $150,000 (with chairman higher), raising short‑ and long‑term incentive caps to 100% of fixed pay, and permitting a chairman grant up to 2.0% of outstanding shares. The Board frames these changes as necessary to attract and retain high-quality directors given the Company’s strategic direction, and has tied certain specific awards (notably to Mr. Liscouski) into the policy effective date. The proposal is consequential for governance and potential dilution: larger equity awards to directors could further dilute existing shareholders and concentrate economic upside among board members; related-party considerations arise because several director nominees may benefit directly. The Board recommends FOR on the basis that competitive compensation supports board recruitment and retention, but shareholders should weigh these benefits against increased executive/board pay and the potential for significant dilution, particularly when considered alongside the expanded incentive plan and the broader Investment transaction that will itself be highly dilutive.

This management proposal asks shareholders to approve, under Dutch corporate law (article 2:107a), Board resolutions approving the Purchase Agreement and the transactions contemplated by it, including issuance of Preferred Shares that, upon conversion, would account for over 95% of fully diluted Ordinary Shares. Management seeks the approval because Dutch law requires shareholder ratification of certain Board resolutions concerning major related-party or structural transactions; approval is also a condition to the Final Closing under the Purchase Agreement. The approval effectively ratifies the Board’s decision to enter into a transformational financing that will substantially reconstitute capital structure and control dynamics, and management argues approval is necessary to enable the financing and associated Settlement Agreements. While framed as a legal formality, this proposal is material because it confirms shareholder consent to the Purchase Agreement’s corporate actions and is integral to completing the Investment; the Board recommends a FOR vote, but shareholders should assess the transaction’s economics, dilution, governance effects, and related-party considerations before consenting.