10-K/A - Quantum Genesis AI Corp.

Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend] SEC Accession No. 0001477932-26-002254

Filing Date: 2026-04-15

Accepted: 2026-04-15 13:44:03

Documents: 3

Period of Report: 2025-07-31

Quantum Genesis AI Corp. (Filer) CIK : 0001663038 (see all company filings) EIN. : 364806481 | State of Incorp.: NV | Fiscal Year End: 0731 Type: 10-K/A | Act: 34 | File No.: 000-56725 | Film No.: 26863564 SIC : 2860 Industrial Organic Chemicals (CF Office: 08 Industrial Applications and Services)

1 | FORM 10-K/A | qtzm_10ka.htm | 10-K/A

2 | CERTIFICATION | qtzm_ex311.htm | EX-31.1

3 | CERTIFICATION | qtzm_ex321.htm | EX-32.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 2 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Quantumzyme Corp. (Exact name of registrant as specified in its charter) Nevada 000-56725 N/A (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 15656 Bernardo Center Drive Suite 801 San Diego, CA 92127 Tel.: 858-216-7676 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 Par Value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ Smaller Reporting Company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $4,327,050. Shares of common stock held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. Without acknowledging that any individual director of registrant is an affiliate, all directors have been included as affiliates with respect to shares owned by them. As of November 10, 2025, there were 38,962,050 of the registrant’s common stock outstanding. QUANTUMZYME CORP. Report on Form 10-K TABLE OF CONTENTS Page PART I. Item 1. Business 4 Item 1A. Risk Factors 15 PART III. Item 13. Certain Relationships and Related Transactions, and Director Independence 23 2 Table of Contents EXPLANATORY NOTE Quantumzyme Corp. (the “Company”) is filing this Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the “Original Filing”), which was filed with the Securities and Exchange Commission on November 13, 2025. Amendment No. 1 to the Original Filing was filed to include an updated report of the Company’s independent registered public accounting firm, Fruci & Associates II, PLLC (“Fruci”), and the related consent. The updated audit report replaced the version that was included in the Original Filing, which was submitted before Fruci had granted its final authorization. Amendment No. 1 also reflected the inclusion of $54,500 of stock-based compensation for Mr. Naveen Krishnarao Kulkarni for fiscal year 2024 in the Executive Compensation table presented in Item 11. This Amendment No. 2 is being filed solely to amend and supplement disclosure contained in Item 1 – Business, Item 1A – Risk Factors, and Item 13 – Certain Relationships and Related Transactions, and Director Independence, in each case to update and clarify certain disclosures relating to the Company’s intellectual property. As previously disclosed, the Company acquired certain intellectual property rights pursuant to an Asset Purchase Agreement dated February 21, 2023. Such intellectual property includes the subject matter of U.S. Patent Application Publication No. US20250146029A1, titled “Modified Polypeptides for Enzymatic Synthesis of Ibuprofen,” which was filed on November 2, 2023. The Company believes that the subject matter of the patent application is derived from and based upon the intellectual property acquired pursuant to the Asset Purchase Agreement. However, the patent application was filed in the name of the Company’s Chief Executive Officer in his individual capacity, and legal title has not yet been formally assigned to the Company. The Company has not recorded such intellectual property as an asset in its financial statements due to the absence of a formal valuation. The Company has since entered into a confirmatory assignment agreement with its Chief Executive Officer to formally assign such intellectual property to the Company, effective as of the date of issuance of the patent, and intends to reflect such ownership in its public disclosures going forward. Accordingly, this Amendment No. 2 amends only Item 1, Item 1A, and Item 13 of the Original Filing. No other Items or disclosures are being amended, modified, or updated by this Amendment No. 2. This Amendment No. 2 does not modify, restate, or update any of the Company’s audited financial statements, notes to financial statements, or any other financial information contained in the Original Filing, and no changes have been made to Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), Item 8 (Financial Statements and Supplementary Data), or any other financial disclosures. Except as expressly set forth herein with respect to Item 1, Item 1A, and Item 13, this Amendment No. 2 does not reflect events occurring after the filing date of the Original Filing, and no other changes have been made to the Original Filing. This Amendment No. 2 should be read in conjunction with the Original Filing and Amendment No. 1. 3 Table of Contents PART I FORWARD LOOKING STATEMENTS Except for statements of historical fact, certain information described in this Annual Report on Form 10-K (“ Annual Report ”) contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss the Company’s future expectations, including its expectations of its future results of operations or financial position, or state other “forward-looking” information. Quantumzyme Corp. believes that it is important to communicate its future expectations to its investors. However, there may be events in the future that the Company is not able to accurately predict or to control. Further, the Company urges you to be cautious of the forward-looking statements which are contained in this Annual Report because they involve risks, uncertainties and other factors affecting its operations, market growth, service, products, and licenses. The risk factors in the section captioned “Risk Factors” in Item 1A of the Company’s Annual Report, as well as other cautionary language in this Annual Report, describe such risks, uncertainties and events that may cause the Company’s actual results and achievements, whether expressed or implied, to differ materially from the expectations the Company describes in its forward-looking statements. The occurrence of any of the events described as risk factors could have a material adverse effect on the Company’s business, results of operations and financial position. ITEM 1. BUSINESS. Company Overview Quantumzyme Corp. is a biotransformation company focused on clean and green chemistry. Specifically, Quantumzyme is in the business of developing engineered enzymes for application in the production of active pharmaceutical ingredients (“API”). As we move forward, we intend to expand beyond the API marketplace and engineer enzymes for use in other sectors, including fragrances and flavors, as well as climate-focused applications such as sustainable materials, plastic degradation, and carbon capture. In the development and engineering of enzymes, we conduct research to enhance enzyme activity, selectivity, and specificity by applying novel quantum mechanics, molecular modelling, and engineering approaches. Our goal is to foster a clean, healthy, and well-protected environment supporting a sustainable society and economy. Ultimately, we aim to simplify complex chemistry and reduce the number of required steps in chemical processes by applying scientific principles such as quantum mechanics to biological systems. As we continue to develop and implement our plan of operation, we intend to establish ourselves as industry leaders by solving complex chemistry problems in the pharmaceutical, fragrances, and flavors sectors. As of the date hereof, we have engineered our first product, which is an enzyme for use in pharmaceutical API production of ibuprofen. Specifically, our initial product is targeted at select pharmaceutical companies that produce generic drugs. We are in the process of identifying third-party manufacturers and distributors capable of manufacturing the enzyme at scale and distributing the product within the relevant markets. The Company’s intellectual property includes proprietary enzyme design technologies, computational methodologies, and related know-how acquired pursuant to that certain Asset Purchase Agreement dated February 21, 2023. Such intellectual property includes the subject matter of U.S. Patent Application Publication No. US20250146029A1, titled “Modified Polypeptides for Enzymatic Synthesis of Ibuprofen,” which was filed on November 2, 2023 and published on May 8, 2025. The patent application is currently pending and has not yet been issued