QUCY Quantum Cyber N.V.

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Executive Summary

David E. Lazar acquired over 95% voting control of Quantum Cyber N.V. (formerly Mainz Biomed) via a $6M private placement of convertible preferred shares, with the second closing on April 22, 2026, issuing Series D and E preferred shares convertible into 225M ordinary shares each. The company also changed its name, increased authorized shares from 45M to 900M, replaced four directors and the co-CEO, and approved a reverse stock split. This is a de facto change of control with massive potential dilution — the Second Closing Shares alone represented over 90% of fully diluted shares outstanding.

Key Financial Metrics

Actionable Insight

Key Facts

• David E. Lazar became holder of over 95% of voting rights on a fully-diluted basis after the second closing of a $6M private placement.
• Second Closing Shares (Series D and E preferred) issued on April 22, 2026, convertible into up to 225M ordinary shares each — representing over 90% of fully diluted shares outstanding.
• Authorized ordinary shares increased from 45M to 900M; authorized preferred shares increased from 5M to 100M.
• Company name changed from Mainz Biomed N.V. to Quantum Cyber N.V.
• Four directors (Guido Baechler, Dr. Heiner Dreismann, Hans Hekland, Greggory Tibbits) resigned; co-CEO Guido Baechler resigned.
• David Natan and Avraham Ben-Tzvi appointed to the board; new board consists of Lazar, Liscouski, Natan, and Ben-Tzvi.
• Shareholders approved a reverse stock split and amendment of articles of association.
• Total gross proceeds from the private placement were $6 million ($3M first closing in February, $3M second closing in April).

Financial Impact

Massive dilution: the Second Closing Shares represented over 90% of fully diluted shares outstanding. Total $6M investment gives Lazar >95% voting control of a company with a $7M market cap.

Risk Factors

• Massive dilution: Second Closing Shares alone represent >90% of fully diluted shares, potentially wiping out existing shareholders.
• Change of control gives David Lazar unilateral decision-making power with >95% voting control.
• Authorized share count increased 20x (45M to 900M), enabling further dilution without additional shareholder votes.
• Reverse stock split approved — may be used to maintain Nasdaq listing but does not address fundamental value destruction.
• Complete board and management turnover suggests a strategic pivot away from the original Mainz Biomed business.

Market Snapshot

Documents Analyzed

This report is based on 5 SEC documents filed with EDGAR.

US Market Status