\nQuantum Corporation (Nasdaq: QMCO) (“Quantum” or the “Company”), a leader in solutions for AI and unstructured data, today announced it has entered into a definitive agreement (the \u201cTransaction Agreement\u201d) to restructure the Company\u2019s outstanding term debt held by Dialectic Technology SPV LLC (\u201cDialectic\u201d) and certain other lenders. In addition, Quantum amended its existing term loan credit and security agreement with its current term loan lenders to remove the financial covenants therein.<\/p>\n
Highlights of Transaction:<\/b><\/p>\n \n\u201cThis transaction to restructure a substantial portion of the Company\u2019s outstanding term debt represents a significant step toward our goal of becoming debt-free,\u201d stated Hugues Meyrath, CEO of Quantum. \u201cThe proposed exchange of term debt for convertible notes demonstrates Dialectic\u2019s belief in the Company\u2019s strategic vision and long-term growth opportunities, while also aligning Dialectic as a future strategic partner. In addition, we believe this transaction provides increased financial flexibility to execute on our operating initiatives and revitalized go-to-market strategy.\u201d<\/p>\n \nMeyrath continued, \u201cThis important milestone in our financial transformation follows the recent rebuilding of our Board of Directors and executive team, including leadership changes throughout the organization. We believe the increased financial flexibility provided by this transaction allows us to focus on our goal of delivering profitable performance and revenue growth.\u201d<\/p>\n \n\u201cThis transaction is an important milestone in Quantum\u2019s ongoing operational and financial transformation,\u201d stated John Fichthorn, Managing Partner of Dialectic Capital Management, investment advisor to Dialectic. \u201cAt Dialectic, we are committed to supporting the management in building a focused, profitable, and growing storage technology company with a clear strategy and strong alignment across all stakeholders. By restructuring the balance sheet and positioning Quantum for growth, our goal is to align the interests of management, employees, and shareholders through the performance of the equity.\u201d<\/p>\n \nThe closing of certain transactions contemplated by the Transaction Agreement is subject to certain conditions, including the approval of the Debt Exchange by the Company\u2019s stockholders.<\/p>\n About Quantum<\/b><\/p>\n \nQuantum delivers end-to-end data management solutions designed for the AI era. With over four decades of experience, our data platform has allowed customers to extract the maximum value from their unique, unstructured data. From high-performance ingest that powers AI applications and demanding data-intensive workloads, to massive, durable data lakes to fuel AI models, Quantum delivers the most comprehensive and cost-efficient solutions. Leading organizations in life sciences, government, media and entertainment, research, and industrial technology trust Quantum with their most valuable asset \u2013 their data. Quantum is listed on Nasdaq (QMCO). For more information visit www.quantum.com<\/a>.<\/p>\n Quantum and the Quantum logo are registered trademarks of Quantum Corporation and its affiliates in the United States and\/or other countries. All other trademarks are the property of their respective owners.<\/i><\/p>\n Forward-Looking Information<\/b><\/p>\n \nThe information provided in this press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are largely based on our current expectations and projections about future events and financial trends affecting our business. Such forward-looking statements include, in particular, statements regarding: the expected benefits of the proposed transactions; our belief that the proposed transaction represents a significant step toward our goal of becoming debt-free, that it demonstrates Dialectic\u2019s belief in our strategic vision and long-term growth opportunities, that it provides increased financial flexibility to execute on our operating initiatives and revitalized go-to-market strategy, and that the increased financial flexibility provided by this transaction will allow us to focus on our goal of delivering profitable performance and revenue growth; Dialectic\u2019s goal to align the interests of all stakeholders; the terms and conditions related to the proposed transactions, including required stockholder approval; and our goals, strategies and business plans.<\/p>\n \nThese forward-looking statements may be identified by the use of terms and phrases such as \u201canticipates\u201d, \u201cbelieves\u201d, \u201ccan\u201d, \u201ccould\u201d, \u201cestimates\u201d, \u201cexpects\u201d, \u201cforecasts\u201d, \u201cintends\u201d, \u201cmay\u201d, \u201cplans\u201d, \u201cprojects\u201d, \u201ctargets\u201d, \u201cwill\u201d, and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters and other statements regarding matters that are not historical are forward-looking statements. Investors are cautioned that these forward-looking statements relate to future events or our future performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements.<\/p>\n \nThese forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, including without limitation, the following: the risk that the conditions to the closing of the proposed transactions are not satisfied, including the risk that required approval from our stockholders is not obtained; the occurrence of any event, change or other circumstances that could give rise to the termination of the agreements; potential litigation relating to the proposed transactions and the effects of any outcome related thereto; the ability of each party to consummate the proposed transactions on a timely basis, or at all; the failure of the proposed transactions to close for any reason; risks that the proposed transactions disrupt current business, plans and operations of the Company or its business prospects; the impact of the announcement of the proposed transactions on our stock price; the Company\u2019s ability to execute on its business strategy; diversion of management\u2019s attention from the Company\u2019s ongoing business; the ability of the Company to retain and hire key personnel; costs, fees or expenses resulting from the proposed transactions; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transactions; dilution of our existing stockholders; the impact of macroeconomic conditions; and other risks that are described herein, including but not limited to the items discussed in \u201cRisk Factors\u201d in our filings with the Securities and Exchange Commission (the \u201cSEC\u201d), including our Annual Report on Form 10-K for the year ended March 31, 2025 filed with the SEC on August 26, 2025, and any subsequent reports filed with the SEC. We do not intend to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.<\/p>\n Additional Information and Where to Find It<\/b><\/p>\n \nThe Company intends to file with the SEC a proxy statement on Schedule 14A (the \u201cProxy Statement\u201d) with respect to its solicitation of proxies for approval of the foregoing transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by the Company free of charge through the website maintained by the SEC at www.sec.gov<\/a>. Copies of the documents filed by the Company are also available free of charge in the \u201cCompany\u2014Investor Relations\u2014Financial Info\u2014SEC Filings\u201d section of the Company\u2019s website at https:\/\/investors.quantum.com\/financial-information\/sec-filings<\/a>.<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nThe Company, its directors, director nominees, certain of its officers, and other members of management and employees (as set forth below) are or may be deemed to be \u201cparticipants\u201d (each a \u201cParticipant\u201d and collectively, the \u201cParticipants\u201d) in the solicitation of proxies from stockholders of the Company in connection with the proposed transactions.<\/p>\n \nInformation about the Company\u2019s executive officers and directors, including compensation, is set forth in the sections entitled \u201cItem 1. Business\u2014Information About Our Executive Officers,\u201d \u201cItem 10. Directors, Executive Officers and Corporate Governance\u2014Information About Our Directors\u201d and \u201cItem 11. Executive Compensation\u201d of the Company\u2019s Annual Report on Form 10-K<\/a> for the year ended March 31, 2025, filed with the SEC on August 26, 2025 (the \u201c2025 10-K\u201d), as well as its Current Reports on Form 8-K filed with the SEC on April 3, 2025<\/a>, June 3, 2025<\/a>, June 18, 2025<\/a>, July 8, 2025<\/a>, August 18, 2025<\/a>, August 28, 2025<\/a> and September 15, 2025<\/a>.<\/p>\n \nAs of September 22, 2025, each Participant set forth below beneficially owned less than 1% of the Company\u2019s issued and outstanding Common Stock. Information about the ownership of Common Stock by the Company\u2019s executive officers and directors is set forth in the section entitled \u201cItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\u2014Security Ownership of Certain Beneficial Owners and Management\u201d of the 2025 10-K. To the extent holdings by the directors and executive officers of the Company\u2019s securities reported in the 2025 10-K have changed, such changes have been reflected in Form 4s filed with the SEC as set forth next to such executive officer\u2019s or director\u2019s name below. Any further changes will be reflected in Forms 3, 4 or 5 to be filed with the SEC, as well as the section entitled \u201cSecurity Ownership of Certain Beneficial Owners and Management\u201d of the Company\u2019s definitive Proxy Statement, and other materials to be filed with the SEC. All these documents are or will be available free of charge at the SEC\u2019s website at www.sec.gov<\/a> and in the \u201cCompany\u2014Investor Relations\u2014Financial Info\u2014SEC Filings\u201d section of the Company\u2019s website at https:\/\/investors.quantum.com\/financial-information\/sec-filings<\/a>.<\/p>\n\n
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