QGAI 8-K
Quantum Genesis AI Corp. (QGAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Quantumzyme Corp.
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if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
Quantum Genesis AI Corp.
Form 8-K
Current Report
Item 1.01 – Entry into a Material Definitive Agreement
On April 9, 2026, Quantum Genesis AI Corp. (the “Company”) entered into a confirmatory Intellectual Property Assignment Agreement (the “Assignment Agreement”) with Naveen Kulkarni, the Company’s Chief Executive Officer (the “Assignor”).
Pursuant to the Assignment Agreement, the Assignor assigned to the Company all right, title, and interest in and to U.S. Patent Application Publication No. US20250146029A1 titled “Modified Polypeptides for Enzymatic Synthesis of Ibuprofen,” filed on November 2, 2023 and published on May 8, 2025 (the “Patent Application”), together with all related intellectual property rights, including, without limitation, all continuations, divisionals, reissues, extensions, foreign counterparts, and all rights to enforce and recover for past, present, and future infringement.
The Assignment Agreement was entered into to formalize and document intellectual property rights previously acquired by the Company pursuant to that certain Asset Purchase Agreement, dated February 21, 2023, between the Company and the Assignor (the “APA”). The Assignment Agreement provides that the assignment is effective as of November 2, 2023, the filing date of the Patent Application, consistent with the parties’ intent under the APA and the Company’s prior acquisition of such intellectual property rights.
The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 – Other Events
In connection with the execution of the Assignment Agreement, the Company is filing an amendment to its Annual Report on Form 10-K for the fiscal year ended July 31, 2025, as well as amendments to its Quarterly Reports on Form 10-Q for the periods ended October 31, 2025 and January 31, 2026, to update certain disclosures relating to the Patent Application (and any resulting issued patent) and to reflect the formalization of the Company’s intellectual property rights.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Quantum Genesis AI Corp. | |||
| Dated: April 15, 2026 | By: | /s/ Naveen Krishnarao Kulkarni | |
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| Naveen Krishnarao Kulkarni | |
| Its: Chief Executive Officer | |||
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EXHIBIT 10.1
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of April 9, 2026 (the “Execution Date”), by and between Naveen Kulkarni, an individual (“Assignor”), and Quantum Genesis AI Corp., a Nevada corporation (the “Company” or “Assignee”).
RECITALS
WHEREAS, Assignor is the inventor and current record owner of that certain U.S. Patent Application Publication No. US20250146029A1 titled “Modified Polypeptides for Enzymatic Synthesis of Ibuprofen,” filed on November 2, 2023 and published on May 8, 2025 (the “Patent Application”);
WHEREAS, on or about February 21, 2023, Assignor and the Company entered into that certain Asset Purchase Agreement (the “APA”), pursuant to which Assignor agreed to transfer, convey, and assign to the Company certain intellectual property rights, including research, data, know-how, and related technologies underlying the Company’s enzyme catalyst platform;
WHEREAS, the parties acknowledge that the subject matter of the Patent Application is derived from, based upon, and incorporates the intellectual property and technology transferred to the Company pursuant to the APA;
WHEREAS, the parties desire to formally document, confirm, and effect the assignment of all right, title, and interest in and to the Patent Application to the Company in accordance with the intent of the APA;
WHEREAS, the parties acknowledge that this Agreement is intended to confirm and formalize the prior transfer of intellectual property rights contemplated by the APA and does not represent a new transfer of ownership;
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Assignment: Assignor hereby irrevocably sells, assigns, transfers, conveys, and delivers to the Company all of Assignor’s right, title, and interest in and to the Patent Application, including, without limitation:
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| (a) | all continuations, continuations-in-part, divisionals, reissues, reexaminations, extensions, and renewals thereof; |
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| (b) | all foreign counterparts and rights of priority relating thereto; |
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| (c) | all related intellectual property, know-how, trade secrets, data, inventions (whether patentable or not), and proprietary rights associated therewith; |
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| (d) | all rights to make, use, sell, offer for sale, import, license, and otherwise exploit the inventions covered by the Patent Application; and |
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| (e) | all rights to enforce, defend, and assert the Patent Application, including all rights to sue for, collect, and recover damages for any past, present, and future infringement. |
2. Effective Date: This Agreement is intended to confirm and formalize the transfer of intellectual property rights contemplated by the APA. Accordingly, the assignment set forth herein shall be effective as of November 2, 2023, being the filing date of the Patent Application (the “Effective Date”), notwithstanding the Execution Date of this Agreement.
3. Further Assurances: Assignor agrees to execute and deliver such additional documents, instruments, and assurances, and to take such further actions, as may be reasonably requested by the Company to evidence, record, or enforce the assignment of the Patent Application, including, without limitation, execution of any documents required by the United States Patent and Trademark Office or any foreign patent authority.
4. No Retained Rights: Assignor retains no right, title, or interest in or to the Patent Application, and no third party holds any rights therein, except as may be expressly agreed to in writing by the Company.
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5. Representations and Warranties: Assignor hereby represents and warrants to the Company that:
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| (a) | Assignor is the sole and exclusive owner of the Patent Application and has full right, power, and authority to enter into this Agreement and to assign the Patent Application to the Company; |
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| (b) | the Patent Application is free and clear of any liens, claims, encumbrances, licenses, security interests, or other restrictions of any kind; |
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| (c) | no third party has any ownership interest in, or right to receive proceeds from, the Patent Application; |
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| (d) | the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate or conflict with any agreement, obligation, or law applicable to Assignor; and |
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| (e) | to Assignor’s knowledge, the Patent Application does not infringe upon the intellectual property rights of any third party. |
6. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of laws principles.
7. Entire Agreement: This Agreement, together with the APA, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral, relating thereto.
8. Successors and Assigns: This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
9. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed effective for all purposes.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Execution Date first written above.
ASSIGNOR:
/s/ Naveen Kulkarni
Naveen Kulkarni
ASSIGNEE:
QUANTUM GENESIS AI CORP.
By: /s/ Naveen Kulkarni
Name: Naveen Kulkarni
Title: Chief Executive Officer
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