昆腾美股招股说明书(2026-07-27版)

Quantum Corporation Up to 13,809,707 Shares of Common Stock This prospectus relates to the resale from time to time by the selling stockholders identified in this prospectus (the “SellingStockholders”), of up to 13,809,707 shares of our common stock, $0.01 par value per share, consisting of: (i) 10,615,712 shares ofcommon stock (the “PIPE Shares”) issued and sold to certain accredited investors (the “PIPE Investors”) pursuant to a SecuritiesPurchase Agreement, dated as of June 1, 2026 (the “Purchase Agreement”); (ii) 3,083,975 shares of common stock (the "ShareConsideration") issued to Dialectic Technology SPV LLC, a Delaware limited liability company ("Dialectic"), in connection with thevoluntary conversion of our 10.00% PIK Senior Secured Convertible Notes due 2028 (the "Convertible Notes"); and (iii) up to110,020 shares of common stock (the "Warrant Shares"),which is the maximum number of shares issuable based on an assumedexercise price of $5.00 upon exercise of a warrant (the "Conversion Warrant") issued to Dialectic as additional consideration for theconversion of the Convertible Notes. See the section entitled “The Transaction” for a description of these transactions and the section entitled "Selling Stockholders"for additional information about the Selling Stockholders. Our registration of the shares of our common stock covered by this prospectus does not mean the Selling Stockholders will offeror sell any of the shares of our common stock. The Selling Stockholders may offer, sell, or distribute all or a portion of their shares ofcommon stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive anyproceeds from any sale of shares of common stock by the Selling Stockholders pursuant to this prospectus or any prospectussupplement. We may receive proceeds from the exercise of the Conversion Warrant if exercised for cash; however, we cannot predictwhether or when the Conversion Warrant will be exercised or whether it will be exercised on a cash or cashless basis. The resale of ourcommon stock being offered by the Selling Stockholders pursuant to this prospectus, or the perception that these sales could occur,could result in a decline in the public trading price of our common stock. We provide more information about how the SellingStockholders may sell or otherwise dispose of the shares of our common stock in the section entitled "Plan of Distribution." We willbear all costs, expenses, and fees in connection with the registration of the shares of common stock offered hereby. The SellingStockholders will bear all commissions and discounts attributable to their sales of the shares of common stock offered hereby. Our shares of common stock are listed on the Nasdaq Global Market under the symbol “QMCO.” On July 24, 2026, the closingprice of our common stock was $11.10 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 criminaloffense. Investing in our common stock involves a high degree of risk. See the sections entitled “Risk Factors” on page7and in thedocuments incorporated by reference in this prospectus. You should carefully consider these risk factors, as well as the otherinformation contained or incorporated by reference in this prospectus, before you invest. The date of this prospectus isJuly 24, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSTHE TRANSACTIONUSE OF PROCEEDSSELLING STOCKHOLDERSDESCRIPTION OF OUR SECURITIESPLAN OF DISTRIBUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Neither we nor the Selling Stockholders 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 Stockholders do not takeresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectusis an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. Nodealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated byreference in this prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in anyjurisdiction where the offer or sale is not permitted. You should assume that the information appea