Quantumzyme Amends 10-K for Audit Report, Executive Pay Correction

TL;DR

**QGAI's 10-K/A finally includes the correct audit report and executive compensation, but the lack of patent protection for their Ibuprofen enzyme is a glaring red flag for this early-stage biotech.**

AI Summary

Quantumzyme Corp. (QGAI) filed a 10-K/A on November 17, 2025, to amend its Annual Report for the fiscal year ended July 31, 2025. The primary purpose of this amendment was to include an updated audit report from its independent registered public accounting firm, Fruci & Associates II, PLLC, which was previously submitted without final authorization. Additionally, the filing corrected the Executive Compensation table in Item 11 to include $54,500 of stock-based compensation for Mr. Naveen Krishnarao Kulkarni for fiscal year 2024. Quantumzyme, a biotransformation company, focuses on developing engineered enzymes for active pharmaceutical ingredient (API) production, with an initial product targeting Ibuprofen API. The company aims to expand into fragrance, flavors, and climate-impacting applications, emphasizing clean and green chemistry. As of November 10, 2025, there were 38,962,050 shares of common stock outstanding, with an aggregate market value of voting and non-voting common equity held by non-affiliates at approximately $4,327,050 as of the last business day of the most recently completed second fiscal quarter.

Why It Matters

This 10-K/A filing is crucial for investors as it rectifies a significant oversight by including the final, authorized audit report from Fruci & Associates II, PLLC, ensuring the integrity and reliability of Quantumzyme's financial statements. The correction of Mr. Naveen Krishnarao Kulkarni's 2024 stock-based compensation by $54,500 also provides a more accurate picture of executive remuneration, impacting investor perception of governance and compensation practices. For employees and customers, the core business strategy of developing engineered enzymes for API production, particularly for generic Ibuprofen, positions Quantumzyme in a competitive and growing biotechnology sector focused on sustainable solutions. The company's ambition to expand into fragrance, flavors, and climate applications suggests future growth potential, but the lack of patent protection for its initial product could be a competitive vulnerability.

Risk Assessment

Risk Level: medium — The risk level is medium due to the company's early stage of product development and the explicit statement that Quantumzyme has not filed for patent protection for its first engineered enzyme product (Ibuprofen API) and does not anticipate doing so in the near future, citing that costs outweigh anticipated benefits. This lack of intellectual property protection for a key product in a competitive industry like biotransformation significantly increases business risk. Additionally, the company is a 'smaller reporting company' and not a 'large accelerated filer,' indicating a smaller operational scale and potentially fewer resources to mitigate unforeseen challenges.

Analyst Insight

Investors should approach QGAI with caution, recognizing the significant intellectual property risk due to the lack of patent protection for its core product. While the company's focus on green chemistry is appealing, potential investors should await further developments regarding patent filings or other forms of IP protection before considering a substantial position.

Executive Compensation

Key Numbers

• $54,500 — Stock-based compensation (Added for Mr. Naveen Krishnarao Kulkarni for fiscal year 2024)
• $4,327,050 — Market value of non-affiliate common equity (As of the last business day of the most recently completed second fiscal quarter)
• 38,962,050 — Common stock outstanding (As of November 10, 2025)
• July 31, 2025 — Fiscal year end (Period covered by the 10-K/A)
• November 17, 2025 — 10-K/A filing date (Date of the amendment filing)

Key Players & Entities

• Quantumzyme Corp. (company) — registrant filing the 10-K/A
• Fruci & Associates II, PLLC (company) — independent registered public accounting firm
• Naveen Krishnarao Kulkarni (person) — executive officer receiving stock-based compensation
• SEC (regulator) — Securities and Exchange Commission
• Ibuprofen (company) — pharmaceutical API product
• $54,500 (dollar_amount) — stock-based compensation for Mr. Kulkarni
• $4,327,050 (dollar_amount) — aggregate market value of common equity held by non-affiliates
• Nevada (regulator) — State of Incorporation

FAQ

Risk Factors

• Dependence on Third-Party Manufacturers [high — operational]: The company relies on identifying and securing third-party manufacturers and distributors capable of large-scale production and distribution of its engineered enzymes. Failure to establish these partnerships could significantly hinder the company's ability to bring its products to market.
• Lack of Patent Protection [medium — regulatory]: Quantumzyme has not filed for patent protection for its initial Ibuprofen API enzyme product and does not anticipate doing so soon, citing that costs outweigh benefits. This lack of intellectual property protection leaves the company's core technology vulnerable to competitors.
• Nascent Market for Engineered Enzymes [medium — market]: While enzyme engineering is a growing field, the specific applications Quantumzyme targets, such as Ibuprofen API production and future expansion into fragrances, flavors, and climate applications, may represent nascent markets. Market adoption and demand for these specialized enzymes are not guaranteed.
• Reliance on Quantum Mechanics and Molecular Modeling [medium — operational]: The company's approach to enzyme engineering relies on advanced methodologies like quantum mechanics and molecular modeling. The successful application and scalability of these complex scientific approaches are critical to product development and may present unforeseen challenges.

Industry Context

Quantumzyme operates in the dynamic enzyme engineering sector, a sub-field of biotechnology. This industry is characterized by continuous innovation and interdisciplinary collaboration, aiming to improve industrial processes, healthcare, and environmental technologies through optimized enzymes. Key drivers include the demand for sustainable and green technologies, with companies like Quantumzyme focusing on enhancing enzyme specificity and stability for applications ranging from pharmaceuticals to climate solutions.

Regulatory Implications

The company's focus on API production places it within a highly regulated pharmaceutical industry. While the current filing doesn't detail specific regulatory hurdles, any expansion into pharmaceutical applications will require adherence to stringent FDA and international regulatory standards for drug manufacturing and safety. The lack of patent protection also presents a regulatory-adjacent risk, as it could impact market exclusivity and competitive positioning.

What Investors Should Do

1. Monitor progress on securing third-party manufacturing and distribution partnerships.
2. Evaluate the company's strategy regarding intellectual property protection.
3. Assess market adoption and demand for engineered enzymes in targeted sectors.

Key Dates

• 2025-07-31: Fiscal Year End — Marks the end of the reporting period for the annual report being amended.
• 2025-11-13: Original 10-K Filing — The initial filing of the annual report for the fiscal year ended July 31, 2025.
• 2025-11-17: 10-K/A Filing Date — Amendment filed to include updated audit report and corrected executive compensation details.
• 2025-11-10: Common Stock Outstanding Record Date — Date as of which the number of outstanding shares was reported.

Glossary

Active Pharmaceutical Ingredient (API)

The biologically active component of a drug product that produces the intended therapeutic effect. (Quantumzyme's initial product targets the production of Ibuprofen API, a key area for the company's business development.)

Biotransformation

The use of biological systems or living organisms to carry out chemical transformations. (This is the core focus of Quantumzyme's business, utilizing engineered enzymes for chemical processes.)

Enzyme Engineering

The process of modifying enzymes to enhance their performance, stability, and specificity for targeted industrial, medical, or environmental applications. (This is the scientific discipline Quantumzyme employs to develop its proprietary enzyme products.)

Quantum Mechanics

A fundamental theory in physics that provides a description of the physical properties of nature at the scale of atoms and subatomic particles. (Quantumzyme applies principles of quantum mechanics in its enzyme engineering approach for novel solutions.)

Year-Over-Year Comparison

This 10-K/A filing primarily serves to correct and supplement the original filing from November 13, 2025. The key changes include the inclusion of an updated audit report from Fruci & Associates II, PLLC, and the addition of $54,500 in stock-based compensation for Mr. Naveen Krishnarao Kulkarni for fiscal year 2024. No other financial or operational metrics appear to have been updated or changed from the original filing.

Key Financial Figures

• $0.00001 — Section 12(g) of the Act: Common Stock, $0.00001 Par Value Indicate by check mark if th
• $54,500 — his Amendment reflects the inclusion of $54,500 of stock-based compensation for Mr. Nav

Filing Documents

• qtzm_10ka.htm (10-K/A) — 688KB
• qtzm_ex311.htm (EX-31.1) — 13KB
• qtzm_ex321.htm (EX-32.1) — 5KB
• qtzm_10kaimg3.jpg (GRAPHIC) — 4KB
• 0001477932-25-008351.txt ( ) — 2648KB
• relia-20250731.xsd (EX-101.SCH) — 28KB
• relia-20250731_lab.xml (EX-101.LAB) — 149KB
• relia-20250731_cal.xml (EX-101.CAL) — 24KB
• relia-20250731_pre.xml (EX-101.PRE) — 116KB
• relia-20250731_def.xml (EX-101.DEF) — 58KB
• qtzm_10ka_htm.xml (XML) — 287KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 15 Item 1B. Unresolved Staff Comments 23 Item 1C Cybersecurity 23 Item 2.

Properties

Properties 23 Item 3.

Legal Proceedings

Legal Proceedings 23 Item 4. Mine Safety Disclosures 23 PART II. 24 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6. [Reserved] 25 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 26 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 26 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 26 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 26 Item 9A.

Controls and Procedures

Controls and Procedures 26 Item 9B. Other Information 27 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 27 PART III. 28 Item 10. Directors, Executive Officers and Corporate Governance 28 Item 11.

Executive Compensation

Executive Compensation 30 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 31 Item 13. Certain Relationships and Related Transactions, and Director Independence 31 Item 14. Principal Accountant Fees and Services 31 PART IV. 32 Item 15. Exhibits and Financial Statement Schedules 32 Item 16. Form 10-K Summary 2 Table of Contents Explanatory Note Quantumzyme Corp. (the "Company") is filing this Amendment No. 1 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. This Amendment is being 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 replaces the version that was included in the Original Filing, which was submitted before Fruci had granted its final authorization. In addition, this Amendment reflects 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. Except as described above, no other changes have been made to the Original Filing. This Amendment does not modify or update any other disclosures contained therein. 3 Table of Contents PART I

FORWARD LOOKING STATEMENTS

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.

BUSINESS

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 in the application of active pharmaceutical ingredients ("API") production. As we move forward, we intend to expand beyond the API marketplace and engineer enzymes for the use and deployment in other business sectors such as fragrance and flavors, climate impacting applications like 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 help to foster a clean, healthy, and well protected environment supporting a sustainable society and economy. Ultimately, we want to fulfil our vision by developing a focused approach to aid all chemical companies to harness the power of technology by simplifying complex chemistry and reducing the number of steps by implementing scientific rationale like quantum mechanics in biology. 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 who produce generic drugs. We are in the process of identifying 3 rd party manufacturers and distributors that are capable of manufacturing the enzyme on a large scale and distributing the product within the relevant markets. As of the date of this report, we have not filed for patent protection for this product and do not anticipate doing so in the near future. At this time, the costs associated with pat

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