Quantum Cyber N.V. Announces Major Corporate Changes, Share Issuance, and Board Overhaul

Key Highlights for Investors

• Company rebranded from Mainz Biomed N.V. to Quantum Cyber N.V.; ticker remains QUCY on Nasdaq.
• Massive equity issuance: Potential for up to 450 million new Ordinary Shares through preferred share conversion.
• Change of control: David E. Lazar now holds over 95% of voting rights and is the controlling shareholder.
• Board of Directors overhaul: New appointments and resignations reshaping governance structure.
• Substantial amendments to Articles of Association, including a 20-fold increase in authorized share capital.
• Reverse stock split and other corporate actions approved by shareholders.

Detailed Developments

1. Major Equity Issuance and Change of Control

On February 13, 2026, Quantum Cyber N.V. (formerly Mainz Biomed N.V.) entered into a Securities Purchase Agreement with investor David E. Lazar. This agreement resulted in a two-stage private placement:

• First Closing (Feb 17, 2026): Issuance of 1 million Series A, 1 million Series B, and 1 million Series C preferred shares, each convertible into 9 million Ordinary Shares (total up to 27 million Ordinary Shares) for gross proceeds of \$3 million.
• Second Closing (April 22, 2026): Issuance of 1 million Series D and 1 million Series E preferred shares, each convertible into 225 million Ordinary Shares (total up to 450 million Ordinary Shares) for an additional \$3 million. The Second Closing Shares alone represent over 90% of the fully diluted share capital.

As a result, Mr. Lazar became the controlling shareholder, holding more than 95% of the voting rights. This dramatic shift in ownership concentration is highly significant and could have a profound impact on the price and liquidity of QUCY shares.

2. Significant Amendments to Articles of Association

• Company name officially changed to Quantum Cyber N.V.
• Authorized share capital increased from 45 million to 900 million Ordinary Shares and from 5 million to 100 million Preferred Shares (split into five series of 20 million each). This 20-fold expansion enables the company to issue a massive number of new shares, which could have a dilutive effect on existing shareholders.
• Conversion terms for preferred shares were set as follows:
  • Series A, B, and C: Each convertible into 9 Ordinary Shares.
  • Series D and E: Each convertible into 225 Ordinary Shares.
• Reverse stock split was also approved, though the specific ratio is not disclosed in this filing.

3. Board and Management Changes

• New Directors Appointed:
  • David Natan: Extensive experience as CEO/CFO and director of multiple NASDAQ-listed companies, including SAAS, biotech, and manufacturing sectors.
  • Avraham Ben-Tzvi: Israeli attorney with deep corporate and securities law experience and board roles in several US-listed companies.
• Directors Resigned: Dr. Dreismann, Mr. Hekland, and Mr. Tibbits resigned. None were asked to resign for cause.
• Board Structure: The new board consists of David Lazar, Robert Liscouski, David Natan, and Avraham Ben-Tzvi. Natan is the new Audit Committee Chair and is recognized as an “audit committee financial expert.”
• Officer Resignation: Guido Baechler resigned as Co-CEO on April 22, 2026.

4. Extraordinary General Meeting Results

At the April 22, 2026 EGM, shareholders voted on and approved the following key items (among others):

• Appointment of new directors (Lazar, Liscouski, Natan, Ben-Tzvi).
• Authorization for a US auditor for FY2026.
• Approval for the new share issuance, amendments to the articles, and reverse stock split.
• Increase in ordinary shares issuable under the 2025 Omnibus Incentive Plan.
• Amendment of the remuneration policy and confirmation of director awards.

Voting results showed strong support for management’s proposals, suggesting majority (or controlling) shareholder approval.

5. Potential Impact on Shareholders and Share Price

• Massive Dilution Risk: The conversion of preferred shares into hundreds of millions of new Ordinary Shares could greatly dilute the value of existing shares. As the controlling shareholder, Mr. Lazar has the ability to direct future corporate actions.
• Corporate Direction Shift: The rebranding and new board appointments suggest a strategic shift, possibly away from legacy operations (biotech) toward new directions (possibly cyber/technology, as implied by the new name).
• Liquidity and Trading Dynamics: The sharp increase in authorized share capital and imminent dilution may affect liquidity, trading volumes, and volatility.
• Reverse Stock Split: While the ratio is not specified, such actions can impact share price and investor perception.

Conclusion

Quantum Cyber N.V. has undergone a fundamental transformation in ownership, governance, and capital structure. The combination of a change of control, major board shakeup, massive potential equity dilution, and a strategic rebranding all point to a new chapter for the company. These developments are highly material and could significantly affect the company’s share value in the near term. Investors should closely monitor further communications and regulatory filings for additional details on strategic direction and operational changes.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence or consult a qualified financial advisor before making investment decisions. The information is based on company filings as of April 28, 2026, and may be subject to further updates or corrections.

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