6-K
Quantum eMotion Corp (QNC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-43068
Quantum eMotion Corp.
2300 Alfred Nobel
Montreal Québec
Canada H4S 2A4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨ Form 40-F x
INFORMATION CONTAINED IN THIS FORM 6-KREPORT
The Executive Compensation Recovery Policy (the “Policy”) of Quantum eMotion Corp. (the “Company”) became effective on February 6, 2026. The Policy has been approved and adopted by the Company’s Board of Directors. A copy of the Policy is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Other than as indicated below, the information in this Report of Foreign Private Issuer on Form 6-K (including in Exhibit 10.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Executive Compensation<br> Recovery Policy |
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 eMotion Corp. | ||
|---|---|---|
| Date: February 23, 2026 | By: | /s/ Francis Bellido |
| Name: | Francis Bellido | |
| Title: | President, Chief Executive Officer and Director |
Exhibit 10.1
Quantum eMotion Corp
EXECUTIVE COMPENSATION RECOVERY (CLAWBACK)POLICY
1. Purpose
This Executive Compensation Recovery Policy (the “Policy”) has been adopted by the Board of Directors (the “Board”) of Quantum eMotion Corp. (the “Company”) to comply with Section 10D of the U.S. Securities Exchange Act of 1934, as amended, Rule 10D-1 promulgated by the U.S. Securities and Exchange Commission, and Section 303A.14 of the NYSE American Company Guide. The Company is a foreign private issuer.
2. Administration
This Policy shall be administered by the Board or a committee designated by the Board. All determinations shall be final and binding.
3. Covered Executives
This Policy applies to all current and former Executive Officers as defined under Exchange Act Rule 16a-1(f), based on function rather than title.
4. Incentive-Based Compensation
Incentive-Based Compensation includes any compensation granted, earned, or vested based wholly or in part on financial reporting measures, including stock price or total shareholder return.
5. Triggering Event
Recovery is required following an accounting restatement due to material noncompliance with financial reporting requirements, including both “Big R” and “Little r” restatements.
6. Recovery Amount
The recoverable amount is the excess compensation received over what would have been received under restated results during the three completed fiscal years preceding the restatement trigger date.
7. No-Fault Recovery
Recovery is required without regard to fault, misconduct, or responsibility.
8. Method of Recovery
Recovery may be achieved through repayment, set-off, forfeiture, or other lawful means.
9. Impracticability Exceptions
Recovery is required unless impracticable because recovery costs exceed amounts or recovery would violate Canadian law in effect prior to November 28, 2022, supported by a legal opinion acceptable to NYSE American.
10. No Indemnification
The Company shall not indemnify or insure against recovery.
11. Effect on Other Agreements
This Policy supersedes conflicting provisions in any employment or compensation agreement, equity incentive plan, or award agreement.
12. Disclosure
This Policy shall be filed as an exhibit to the Company’s annual report on Form 40-F or Form 20-F, as applicable, and tagged in Inline XBRL.
13. Amendment
The Board may amend this Policy as necessary to maintain compliance with applicable law and exchange requirements.
14. Governing Law
This Policy shall be governed by the laws of the Province of Québec, Canada, to the extent not pre-empted by applicable U.S. federal securities laws.