昆腾美股招股说明书(2025-11-24版)

Quantum Corporation 2,653,308 Shares of Common Stock This prospectus relates to the resale from time to time by Dialectic Technology SPV LLC, a Delaware limited liability company(the “Selling Stockholder”), of up to 2,653,308 shares of our common stock, $0.01 par value per share, issuable upon exercise of awarrant to purchase our common stock, dated as of September 23, 2025 (the “Forbearance Warrant”). The Forbearance Warrant wasissued to the Selling Stockholder as consideration for the forbearance, waivers and amendments granted by the Selling Stockholder tous pursuant to that certain Fifteenth Amendment to Term Loan Credit and Security Agreement by and among us, Quantum LTO Our registration of the shares of our common stock covered by this prospectus does not mean the Selling Stockholder will offer orsell any of the shares of our common stock. The Selling Stockholder may exercise the Forbearance Warrant in full or in partuntil theseventh anniversary of the issuance date, if at all. If the Selling Stockholder exercises the Forbearance Warrant, in full or in part,itmay offer, sell, or distribute all or a portion of its shares of common stock publicly or through private transactions at prevailing marketprices or at negotiated prices. We will not receive any proceeds from any sale of shares of common stock by the Selling Stockholderpursuant to this prospectus and any prospectus supplement. We will receive the proceeds from any exercise of the ForbearanceWarrant on a cash basis. The resale of our common stock being offered by the Selling Stockholder pursuant to this prospectus, or the Our shares of common stock are listed on the Nasdaq Global Market under the symbol “QMCO.” On November 21, 2025, theclosing price of our common stock was $6.98 per share. We are a “smaller reporting company” under the federal securities laws and are subject to reduced disclosure and public reportingrequirements. See “Prospectus Summary—Smaller Reporting Company.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal Investing in our common stock involves a high degree of risk. See the sections entitled “Risk Factors” on page6and in thedocuments incorporated by reference in this prospectus. You should carefully consider these risk factors, as well as the other The date of this prospectus isNovember 21, 2025. TABLE OF CONTENTS Neither we nor the Selling Stockholder have authorized anyone to provide you with any information or to make anyrepresentations other than those contained or incorporated by reference in this prospectus. We and the Selling Stockholder do not takeresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Thisprospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful todo so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained orincorporated by reference in this prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy You should read this prospectus and any applicable prospectus supplement or post-effective amendment to the registrationstatement of which this prospectus forms a part together with the additional information to which we refer you in the section titled All references in this prospectus to “Quantum,” the “Company,” “we,” “us” and “our” refer to Quantum Corporation and itsconsolidated subsidiaries, except where the context otherwise requires or as otherwise indicated. “Quantum” and the Quantum logo are our trademarks. This prospectus and the documents incorporated by reference into thisprospectus may also contain trademarks and trade names that are the property of their respective owners. We do not intend our use or ABOUT THIS PROSPECTUS We may provide a prospectus supplement or post-effective amendment to the registration statement of which this prospectusforms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in thisprospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in suchprospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will bedeemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute apart of this prospectus. You should read this prospectus and any applicable prospectus supplement or post-effective amendment to the This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference ismade to the actual documents for c