QumulusAI, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-25.
0001437749-26-028924
Item 1A. RISK FACTORSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0002084026-26-000010
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 15 previous paragraphs and 7 current paragraphs.
2 unchanged; 1 reworded; 4 added; 12 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Growth in our GPU-as-a-service business is dependent on the availability of data center capacity, and failure to secure suitable facilities could adversely affect our business and results of operations.
Current report
Growth in our GPU-as-a-service business is dependent on the availability of data center capacity to house the GPU compute and on the timelines to develop, enhance, or expand that capacity. Constraints or delays in either our or our partners’ ability to secure, construct, power, or commission suitable facilities could limit our ability to deploy GPUs, meet customer demand, and grow revenue, which could adversely affect our business and results of operations.
Current report
Many of the leases we have entered into for data centers have multi-year terms and fixed capacity. If we do not accurately anticipate the data center capacity required by our customers, including if they use less or more of our infrastructure than expected, we would incur additional costs due to leasing more capacity than is used and paid for by our customers or, alternatively, in seeking additional data center capacity to fulfill unexpected demand on terms that may not be economically reasonable or acceptable to us, if we are able to lease additional capacity at all. We may also need to seek additional data center capacity in the event any leases with third parties are terminated or not renewed, which we may be unable to do on reasonable terms or at all.
Removed paragraphs (12)
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Reworded paragraphs (1)
Previous wording
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:
Current wording
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 and updated risk factors: