QumulusAI, Inc.

As a smaller reporting company, the Company is not required to provide the information called for by this Item. However, the Company hereby discloses the following new risk factor:

We may not realize the aggregate contracted fees of the customer contracts we have entered into, including as a result of termination or amendment, which could have a material adverse impact on our business, financial condition and results of operations.

The aggregate contracted fees of our customer contracts reflect paid and unpaid amounts. We may not realize all of the revenue that may be generated pursuant to the terms of our customer contracts. In addition, there can be no assurance that the aggregate contracted fees of our customer contracts will result in actual revenue in any particular period. The actual receipt of revenue from our customer contracts may never occur or may be delayed for a variety of reasons including, but not limited to, early termination of the customer contract or amendment of the customer contract to reduce, modify, or delay the scope of the arrangement. Our inability to replace canceled or reduced arrangements could have a material adverse impact on our business, financial condition and results of operations.

Recent Sales of Unregistered Equity Securities

During the quarter ended June 30, 2026, the Company issued unregistered securities as outlined below. No commissions were paid in connection with the issuances described below, and each issuance was effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering and/or Regulation D promulgated thereunder. In all issuances described below, the Company took appropriate measures to restrict transfer of the securities.

On April 8, 2026, the Company issued 11,690 shares of common stock at a price of $10.80 per share to accredited investors in a private placement.

On May 1, 2026, the Company issued a warrant to purchase 86,393 shares of common stock to a commercial partner that qualifies as an accredited investor in connection with the parties’ entry into a Commercial Infrastructure Supply and Sales Agreement. The warrants have an exercise price of $23.15. Fifty percent of the underlying shares will vest in six equal monthly installments beginning May 1, 2026, and the remaining shares will vest in 18 equal monthly installments beginning on November 1, 2026.

On May 29, 2026, the Company issued 156,768 shares of common stock at a price of $23.15 per share to accredited investors in a private placement.

On June 1, 2026, the Company issued a warrant to purchase 5,295 shares of common stock to a commercial partner that qualifies as an accredited investor in connection with the parties’ entry into a Pre-Development Agreement. The warrants have an exercise price of $23.15. One-half of the underlying shares vested on June 1, 2026 and the remaining one-half will vest in three equal monthly installments beginning on July 1, 2026.

From June 18, 2026 through June 19, 2026, the Company issued 10,800 shares of common stock at a price of $23.15 per share to accredited investors in a private placement.

On June 19, 2026, the Company issued 3,947 shares of common stock at a price of $10.80 per share to accredited investors who had previously subscribed for such shares from August through October 2025 in connection with the Company’s prior private placement.

Issuer Purchases of Equity Securities

None.

Not applicable.

Not applicable.