Mainz Biomed N.V. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On May 4, 2026, Quantum Cyber N.V. (the “Company”) entered into that certain Amendment No. 1 to Equity Distribution Agreement (“Amendment No. 1”) with Maxim Group LLC (the “Sales Agent”), which amends that certain Equity Distribution Agreement, dated as of October 3, 2025, between the Company and Sales Agent (the “Original Agreement” and, together with Amendment No. 1, the “Sales Agreement”). Pursuant to the Amendment No. 1, the aggregate offering amount of Company’s ordinary shares, nominal value €0.01 per share, which can be sold by Sales Agent under the Sales Agreement, was increased from up to $10,000,000 to up to $100,000,000.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, which is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 4, 2026, the Company entered into a Consulting Agreement with William Caragol, the Chief Financial Officer of the Company (the “Caragol Consulting Agreement”), effective as of April 22, 2026 (the “Caragol Effective Date”). Pursuant to the terms of the Caragol Consulting Agreement, Mr. Caragol will provide financial and accounting services customarily performed by the chief financial officer of a publicly traded company. As consideration for such services rendered, the Company will pay Mr. Caragol a monthly retainer of $20,000, and Mr. Caragol may be granted consultant stock or option grants from the Company’s 2025 Omnibus Stock Plan at the discretion of the Company’s Board of Directors. The term of the Caragol Consulting Agreement shall be from the Caragol Effective Date until August 31, 2026, at which time the Caragol Consulting Agreement may continue on a monthly basis at the mutual agreement of Mr. Caragol and the Company. The Caragol Consulting Agreement may be terminated by either party at any time upon 30 days’ written notice. The Caragol Consulting Agreement also contains certain customary provisions regarding confidentiality, non-competition, indemnification, non-disparagement.
The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed hereto as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Amendment No. 1 to Equity Distribution Agreement, by and among Quantum Cyber N.V. and Maxim Group LLC, dated May 4, 2026. | |
| 10.2 | Consulting Agreement, by and between William Caragol and Quantum Cyber N.V., dated May 4, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Quantum Cyber N.V. | ||
| By: | /s/ William Caragol | |
| Name: | William Caragol | |
| Title: | Chief Financial Officer | |
| Dated: May 8, 2026 | ||
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