Quick answer
Naoris Quantum Protocol Inc. is offering Class A common stock under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $4.00 per share with a minimum investment of $800. As of October 20, 2026, the SEC had qualified the offering, but no live investment page was available.
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At a glance
| Status | Coming soon |
|---|---|
| Status detail | Qualified September 24, 2026; no final 253G2 circular or live investment page found; closing requires $15M minimum and Nasdaq listing approval |
| Sector | Cybersecurity / post-quantum technology |
| Exemption | Regulation A, Tier 2 |
| Security | Class A common stock (proposed Nasdaq symbol QDY) |
| Price | $4.00 per share |
| Minimum investment | $800 (200 shares; may be waived) |
| Valuation | Not stated by company |
| Maximum offering | $24,000,000 (6,000,000 shares); minimum offering $15,000,000 |
| Proposed ticker | QDY (Nasdaq Capital Market, not yet approved) |
| Selling commissions | 3.0% company-introduced; 4.75% other Equifund proceeds; 6.0% Lafferty-introduced; agent warrants for 2.0% of shares at 110% of offering price |
| Shares outstanding | 32,370,700 before offering; 38,370,700 after maximum |
| Reverse split | 1-for-1.511975021 effective July 21, 2026 |
| Officers | David Carvalho (CEO/Founder); David Holtzman (Executive Chairman); Youssef El Maddarsi (Chief Business Officer) |
| Offering term | Earliest of maximum sold, one year after SEC qualification, or company termination; no closing unless the $15M minimum is raised and Nasdaq listing standards are met (otherwise funds returned) |
| Selling agent / intermediary | R.F. Lafferty & Co., Inc. (lead selling agent, best efforts), with sales processed on the Equifund Technologies LLC platform |
| SEC qualification | September 24, 2026 |
The company
Naoris Quantum Protocol is a Nevada company formed in February 2026 that positions itself as a builder of post-quantum security infrastructure. Its core Naoris Protocol is pitched as a trust layer that continually checks systems, devices, identities and data, alongside three early products: PetalVault for Bitcoin ownership evidence, a quantum-resistant VPN, and an AI community-intelligence tool. None has produced revenue yet.
The company seeks to raise between $15 million and $24 million by selling Class A shares at $4 each in a Reg A+ offering tied to a planned Nasdaq listing under the ticker QDY. R.F. Lafferty is the lead selling agent and subscriptions run through the Equifund platform; if the minimum is not reached or the listing is not approved, investor funds are to be returned.
What the company says
The following statements come from the issuer's offering circular and investor materials and have not been independently verified by RegAMagazine:
- The company describes its protocol as quantum-secure from inception.
- Its website cites more than 15 patents and more than 20 trademarks.
- It holds a 49% stake in a Korean joint venture with XCURE Co., Ltd. under an exclusive distribution and IP license arrangement.
Questions we'd ask before investing
- What is the legal and economic relationship between this corporation and the separate Naoris Protocol crypto project and its token, and who owns the underlying IP?
- How will the $565,317 promissory note due November 26, 2026 be repaid if the $15 million minimum has not closed by then?
- What independent audits or customer deployments support the product claims, and what revenue timeline does management expect?
Key risks
- Early-stage and indebted: no revenue, a net loss of $536,600 and negative equity at March 31, 2026, plus a short-term note with a $50,000 inducement fee and a 10% default penalty that restricts new debt and dividends.
- Founder control: the CEO holds all Class B shares carrying 20 votes each and is expected to control about 91% of voting power after the offering.
- Listing and dilution risk: the Nasdaq listing is not yet approved, investors face immediate substantial dilution at an implied valuation near $130 million, and selling-agent commissions run up to 6% plus warrants.
- General Reg A risks apply: most Reg A securities have no trading market, the price is usually set by the issuer rather than negotiated, non-accredited investors in Tier 2 offerings are limited to 10% of the greater of annual income or net worth, and you can lose your entire investment. See our Investor Risk Guide.
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RegAMagazine has not received any compensation, in cash, securities or otherwise, from this issuer, its selling agents, or any other party in connection with this profile. RegAMagazine may accept compensation for coverage in the future; if it does, this disclosure will be updated to state the amount, form and source of that compensation.
RegAMagazine.com is an independent publication. This profile is for information only. It is not investment advice, and it is not an offer to sell, a solicitation to buy, or a recommendation of any security. Offers are made only by the issuer's SEC-qualified offering circular. Figures and statements are drawn from the issuer's offering circular, SEC filings and investor materials and have not been independently verified. Regulation A securities are speculative and usually illiquid, and you may lose your entire investment. Read the offering circular, including its risk factors, before investing.
Data as of October 20, 2026.
Sources
- Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/2145466/000121390026102289/ea0305892-1aa2_naoris.htm
- SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Naoris%20Quantum%20Protocol%22
Last verified: October 20, 2026. Offering terms change; check the sources above for current figures.
Cite this page
RegAMagazine. "Naoris Quantum Protocol Inc. Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/naoris-quantum-protocol/