Material Agreement (Form 8-K)

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.