Quantum Cyber (QUCY) Proxy Filing summary

Executive summary

• An extraordinary shareholders' meeting is scheduled 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 significant private placement investment, resulting in the potential issuance of over 95% of outstanding shares to a new investor, subject to shareholder approval.

• The board recommends voting in favor of all proposals, which are considered critical for the company's future direction and compliance with Nasdaq requirements.

Voting matters and shareholder proposals

• Proposals include ratifying Reliant CPA PC as auditor, approving share issuances for preferred shares, amending the Articles for share conversions and a name change, authorizing a reverse share split, appointing four directors, increasing shares under the incentive plan, amending the remuneration policy, and approving board resolutions related to the investment.

• Shareholders will vote on increasing authorized share capital, converting preferred shares, and changing the company name to Quantum Cyber N.V.

• Approval of these proposals is a condition for the final closing of the $6 million investment and related settlement agreements.

Board of directors and corporate governance

• Four director nominees are proposed: David Lazar (to become CEO), Robert Liscouski, David Natan, and Avraham Ben-Tzvi, all with significant public company and industry experience.

• If elected, the current board (except Lazar) and executive officers will resign, and the new board will be composed of a majority of independent directors.

• New board committees will be formed, with anticipated appointments of independent directors to audit, compensation, and nomination committees.