UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
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| Emerging growth company | |||
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As of May 14, 2026,
QUANTUM CYBER N.V.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
| Page | |||
| Part I. Financial Information | 1 | ||
| Item 1. | Financial Statements | 1 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |
| Item 3. | Quantitative and Qualitative Disclosures Regarding Market Risk | 26 | |
| Item 4. | Controls and Procedures | 26 | |
| Part II. Other Information | 28 | ||
| Item 1. | Legal Proceedings | 28 | |
| Item 1A. | Risk Factors | 28 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 28 | |
| Item 3. | Defaults Upon Senior Securities | 28 | |
| Item 4. | Mine Safety Disclosures | 28 | |
| Item 5. | Other Information | 28 | |
| Item 6. | Exhibits | 28 | |
| Part III. Signatures | 29 | ||
i
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements.
Quantum Cyber N.V.
(formerly Mainz Biomed N.V.)
Condensed Consolidated Balance Sheets
(Unaudited)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Assets held for sale | ||||||||
| Total current assets | ||||||||
| Intangible assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accounts payable and accrued liabilities - related party | ||||||||
| Loan payable | ||||||||
| Intellectual property acquisition liability | ||||||||
| Liabilities held for sale | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders' equity | ||||||||
| Preferred share, a par value of € | ||||||||
| Series A Preferred share, a par value of € | ||||||||
| Series B Preferred share, a par value of € | ||||||||
| Series C Preferred share, a par value of € | ||||||||
| Series D Preferred share, a par value of € | ||||||||
| Series E Preferred share, a par value of € | ||||||||
| Ordinary shares, a par value of € | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders' equity | ||||||||
| Total liabilities and shareholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Quantum Cyber N.V.
(formerly Mainz Biomed N.V.)
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
| Three months ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Operating expenses: | ||||||||
| Sales and marketing | ||||||||
| Research and development | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Other income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other expense | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax provision | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Comprehensive loss | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per ordinary share | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Loss from discontinued operations | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of ordinary shares outstanding | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Quantum Cyber N.V.
(formerly Mainz Biomed N.V.)
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
| Preferred shares | Ordinary shares | Additional | Accumulated Other | Total | ||||||||||||||||||||||||||||
| Number of | Number of | paid-in | Accumulated | comprehensive | Shareholders' | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | loss | Equity | |||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Issuance of preferred shares | - | |||||||||||||||||||||||||||||||
| Issuance of ordinary shares | - | |||||||||||||||||||||||||||||||
| Share based expense | - | |||||||||||||||||||||||||||||||
| Stock option expense | - | - | ||||||||||||||||||||||||||||||
| Preferred shares payable | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Foreign currency translation | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Ordinary shares | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Number of | paid-in | Accumulated | comprehensive | Shareholders' | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Loss | Equity | |||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Share issuance for exercise of pre-funded warrants | ( | ) | ||||||||||||||||||||||
| Share based expense | ||||||||||||||||||||||||
| Stock option expense | - | - | ||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Quantum Cyber N.V.
(formerly Mainz Biomed N.V.)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three months ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Share based compensation | ||||||||
| Stock option expense | ||||||||
| Depreciation and amortization | ||||||||
| Impairment loss of property and equipment | ||||||||
| Bad debt expense | ||||||||
| Inventory write down | ||||||||
| Accretion expense | ||||||||
| Gain on settlement of intellectual property acquisition liability - related party | ( | ) | ||||||
| Gain on settlement of Note payable - silent partnership | ( | ) | ( | ) | ||||
| Loss on sale and disposal of assets | ||||||||
| Non-cash lease expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts and other receivable, net | ||||||||
| Accounts receivable - related party | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Accounts payable and accrued expense - related party | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Payment for intangible asset | ( | ) | ||||||
| Payment for intangible asset - related party | ( | ) | ( | ) | ||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Other investing cash flows | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Proceeds from exercise of pre-funded warrants | ||||||||
| Proceeds from issuance of preferred shares and preferred stock payable | ||||||||
| Proceeds from issuance of ordinary shares | ||||||||
| Repayments of convertible debt | ( | ) | ( | ) | ||||
| Payments on silent partnerships | ( | ) | ||||||
| Payments on loan payable | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of changes in exchange rates | ( | ) | ||||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Cash at end of period - continuing operations | $ | $ | ||||||
| Cash at end of period - discontinued operations | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Interest expense | $ | $ | ||||||
| Income tax | $ | $ | ||||||
| Non-Cash Investing and Financing Activities | ||||||||
| Right of use asset additions | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Quantum Cyber N.V.
(formerly Mainz Biomed N.V.)
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2026
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Organization and Operations
Quantum Cyber N.V. (the “Company”) is domiciled in the Netherlands. As of March 31, 2026 the Company’s registered office is at Robert-Koch Strasse 50, 55129 Mainz, Germany with substantially all of its operations in Germany. The Company was formed in 2021 to acquire the business of Mainz Biomed Germany GmbH. On April 22, 2026, the Company’s shareholders approved change of its name, to Quantum Cyber N.V., In conjunction with the name change the Company changed its Nasdaq ticker symbol to QUCY.
Through the period ending March 31, 2026, the Company was engaged in developing and selling in-vitro diagnostic (“IVD”) tests for the early detection of cancer. The Company’s ColoAlert product was being marketed and sold in European markets and was developing its next-generation colorectal cancer screening product. During the period ending March 31, 2026 the Board of the Company made the decision to exit the colorectal cancer screening business and focus its effort on the development of its pancreatic cancer screening products and to explore new business opportunities in the post-Quantum cyber field.
Going concern
The Company’s consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.
As of March 31, 2026, the Company had an accumulated
deficit of approximately $
The Company has suffered recurring losses from operations, negative working capital and does not have an established source of revenues sufficient to cover its operating costs. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management evaluated conditions and events that raise substantial doubt and the Company’s plans to mitigate those conditions over the one-year look-forward period from the date these consolidated financial statements are issued.
The Company’s ability to continue as a going concern depends on its ability to successfully execute its business plan and eventually achieve profitable operations.
During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business and maintaining its good standing in the industry. The Company may experience a cash shortfall and be required to raise additional capital.
Historically, the Company has relied upon funds from its shareholders and loans from third parties. Management may raise additional capital through future public or private offerings of the Company’s share or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon its operations and its shareholders.
Management’s plans also include reducing or deferring certain discretionary expenditures and pursuing strategic partnerships and/or revenue-generating contracts, however, there can be no assurance these plans will be effectively implemented or be successful.
The Company believes that its currently available cash on hand, together with additional financing described above, may be sufficient to meet its planned expenditures and obligations for at least the one-year period following the issuance of its consolidated financial statements; however, such expectations are subject to significant uncertainty, and substantial doubt remains about the Company’s ability to continue as a going concern.
These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.
5
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company prepares its financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“GAAP”) in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2025, contained in the Company’s Form 10-K filed with the SEC on March 31, 2026.
The Company’s unaudited consolidated financial statements are expressed in United States dollars.
Consolidation Policy
Throughout these consolidated financial statements, Quantum Cyber N.V. and its directly and indirectly wholly owned subsidiaries, Mainz Biomed USA, Inc., and Mainz Biomed GmbH are referred to, collectively and individually as “Company”).
All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates are contained in the accompanying consolidated financial statements for the valuation of debt, leases, useful life of equipment, impairment analysis, warrants and stock options and other financial instruments.
Segment reporting
The Company applies the provisions of ASC 280, Segment Reporting. Operating segments are comprised of the components of an entity for which separate information is available to the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources and evaluate performance. During the period ending March 31, 2026, the Company consists of a single reporting segment: genetic diagnostic testing.
The Company operates as a operating segment and a reportable segment: genetic diagnostic testing. The Company's chief operating decision maker ("CODM") is its .
The accounting policies of the genetic diagnostic
testing segment are as described in the summary of significant accounting policies.
The following performance measures were used by the CODM:
| For the Three Months Ended March 31, | ||||||||
| Income Statement | 2026 | 2025 | ||||||
| Operating expense summary (Note 11): | ||||||||
| Sales and marketing: | $ | $ | ||||||
| Research and development: | ||||||||
| General and administrative: | ||||||||
| Total operating expenses | $ | $ | ||||||
| Net loss | $ | $ | ||||||
| Balance Sheet | March 31, 2026 | December 31, 2025 | ||||||
| Total Assets | $ | $ | ||||||
6
Foreign Currency Translation
The Company translates its foreign operations to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.
The functional currency of Mainz Biomed GmbH is the Euro (EUR, €). These subsidiary financial statements are translated into U.S. dollars using the period-end exchange rates for assets and liabilities, average exchange rates during the corresponding period for revenue and expenses, and historical rates for equity. The gains and losses resulting from the translation of financial statements are recorded as a separate component of accumulated other comprehensive income (loss).
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
As of March 31, 2026 and December 31, 2025, the Company did have cash equivalents.
Periodically, the Company may carry cash balances
at financial institutions in excess of the federally insured limit of $
Intangible Assets
Intangible assets consist primarily of exclusive license agreements acquired from third parties. Acquired intangible assets with a finite life are initially recognized at fair value as of the acquisition date and are subsequently amortized on a straight-line basis over their estimated useful lives. Acquired indefinite-lived intangible assets are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.
The Company reviews the estimated useful lives of acquired intangible assets with a finite life at least annually.
Impairment of Long-Lived Assets and Definite-Lived Intangible Assets
Long-lived assets with finite lives, primarily, property and equipment and operating lease right-of-use assets, and definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value
Financial Instruments
The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| ● | Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
7
| ● | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
| ● | Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
The carrying values of the Company’s financial instruments include: cash, accounts receivable, prepaid and other current assets, accounts payable, accrued liabilities and other current liabilities, loan payable, convertible notes, notes payable and due from/to related parties. These financial instruments approximate their fair values due to their short-term maturities.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.
Revenue Recognition
Revenue is recognized upon the satisfaction of performance obligations. Performance obligations are satisfied at the point at which control of the goods or services are transferred to customers, in an amount that reflects the consideration the Company is entitled to receive for those goods and services.
Amounts collected from customers on behalf of third parties (e.g., sales and value-added taxes) are excluded from the transaction price and, therefore, from revenue under ASC 606. Such amounts are recorded as a liability until remitted to the respective authorities.
During the period ending March 31, 2026, the Company sold its genetic diagnostic testing kits to both laboratory partners and directly to patients who are the end users of the product. Upon the delivery of the Company’s products to laboratory partners the Company has completed its performance obligations and as such revenue is recorded upon delivery. Sales to patients, or end users, where samples are sent to the Company’s diagnostic lab for testing and evaluation, are recognized when they are delivered to the end user, returned to the Company’s laboratory, and testing results have been delivered. Until there is recognition from these sales, it is presented as deferred revenue on the Company’s statement of financial position.
The Company also provides certain diagnostic instruments to a laboratory partner and recognizes the related rental income on a straight-line basis over time on a monthly basis. Such rental income is presented within revenue.
Research and Development (R&D)
R&D expenses consist primarily of costs related to personnel expenses, clinical studies and outside services, and other R&D expenses. Clinical studies and outside services costs relate primarily to services performed by clinical research organizations and related clinical or development manufacturing costs, materials, and supplies, filing fees, regulatory support, and other third-party fees. Personnel expenses relate primarily to salaries and benefits. R&D expenditures are charged to operations as incurred.
8
Share-Based Compensation
The Company utilizes the Black-Scholes option pricing model to estimate the fair value of stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of the Company’s share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from the Company’s historical experience with share-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances. The Company accounts for stock option forfeitures as they occur.
The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on the Company’s Nasdaq-listed share price. Expected volatility is based on the historical stock price volatility of the Company’s common stock. Risk-free interest rates were obtained from U.S. Treasury rates for the applicable periods. The Company uses a simplified method for stock options in the expected term.
Net Income (Loss) Per Ordinary Share
Net loss per share requires presentation of basic and diluted earnings per ordinary share on the face of the Statements of Comprehensive loss for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation to diluted earnings per share. In the accompanying financial statements, basic net loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares and potentially dilutive outstanding shares during the period to reflect the potential dilution that could occur from ordinary shares issuable through contingent share arrangements and warrants unless the result would be antidilutive.
The dilutive effect of share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase ordinary shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares are included in the denominator of the diluted calculation for the entire period being presented.
For the three months ended March 31, 2026 and 2025, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive.
| Three months ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Stock option | ||||||||
| Warrant | ||||||||
| Convertible debt | ||||||||
9
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03 Final Standard on Income Statement: Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance will be effective for us on January 1, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s financial statements.
NOTE 3 – DISCONTINUED OPERATION
In February 2026, the Board made the decision to close the Company’s colorectal cancer line of business to focus on the pancreatic screening line of business. As a result of that decision, the Board marketed for sale the two groups of assets related to the ColoAlert and NextGen product lines, including the intellectual property for each. The decision also resulted in the termination of all employees in the Company’s subsidiary in Germany, with substantially all termination dates between February and May 2026.
In connection with the investment (see Note 8),
the Board appointed Mr. Lazar a temporary non-executive director and the Chair of the Board for a term ending on the date of the Company’s
first general meeting held after the date of the Purchase Agreement. In connection with the Investment, the Company entered into Settlement
Agreement and General and Mutual Releases (collectively, the “Settlement Agreements”) with two of the Company’s officers
and three of the Company’s directors. The Settlement Agreements provide that upon the Final Closing, (i) the applicable director
or officer shall generally release the Company from any claims, actions, or losses that such person may have against them and (ii) the
Company shall similarly release such officer or director from any claims, action or losses that the Company may have against such person,
provided that the Company remain obligated pursuant to maintain D&O insurance coverage, or a D&O tail policy, a that the Company
make a payment to such person for any and all accrued and unpaid salary, Board approved bonus, twelve months healthcare continuation and
such person’s contractual severance payment. The aggregate payments that the Company will need to make in connection with the Settlement
Agreements to officers and directors of the Company are approximately $
10
The following is a summary of discontinued operations for the three months ended March 31, 2026 and 2025:
| Three months ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Revenue - related party | ||||||||
| Total revenue | ||||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Sales and marketing | ||||||||
| Research and development | ||||||||
| Research and development - related party | ||||||||
| General and administrative | ||||||||
| Impairment loss of property and equipment | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Other income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other expense | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income taxes provision | ||||||||
| Loss from discontinued operation | $ | ( | ) | $ | ( | ) | ||
The following is a summary of the assets and liabilities held for sale as of March 31, 2026 and December 31, 2025:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Trade receivables, net | ||||||||
| Trade receivables - related party | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Total current assets held for sale | ||||||||
| Total assets held for sale | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accounts payable and accrued expense - related party | ||||||||
| Convertible debt | ||||||||
| Silent partnership | ||||||||
| Intellectual property acquisition liability - related party | ||||||||
| Lease liabilities | ||||||||
| Total current liabilities held for sale | ||||||||
| Total liabilities held for sale | $ | $ | ||||||
11
The assets and liabilities are expected to be settled by mid 2026.
The following is a summary of discontinued cash flows for the three months ended March 31, 2026 and 2025:
| Three months ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Impairment loss | ||||||||
| Bad debt expense | ||||||||
| Inventory write down | ||||||||
| Accretion expense | ||||||||
| Gain on settlement of intellectual property acquisition liability - related party | ( | ) | ||||||
| Gain on settlement of Note payable - silent partnership | ( | ) | ( | ) | ||||
| (Gain) loss on sale and disposal of assets | ||||||||
| Non-cash lease expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts and other receivable, net | ||||||||
| Accounts receivable - related party | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Accounts payable and accrued expense - related party | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Payment for intangible asset - related party | ( | ) | ( | ) | ||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Other investing cash flows | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Proceeds from inter-company loans | ||||||||
| Repayments of convertible debt | ( | ) | ||||||
| Payments on silent partnerships | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of changes in exchange rates | ( | ) | ||||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Interest expense | $ | $ | ||||||
| Income tax | $ | $ | ||||||
| Non-Cash Investing and Financing Activities | ||||||||
| Right of use asset additions | $ | $ | ||||||
12
NOTE 4 – PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets at March 31, 2026 and December 31, 2025, consisted of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepaid insurance | $ | $ | ||||||
| Other prepaid expense | ||||||||
| Prepaid stock-based payments | ||||||||
| VAT receivable | ||||||||
| $ | $ | |||||||
NOTE 5 – INTANGIBLE ASSETS
Intangible assets at March 31, 2026 and December 31, 2025, consisted of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Pancreatic cancer intellectual property | $ | $ | ||||||
| Accumulated amortization | ||||||||
| $ | $ | |||||||
Pancreatic Cancer Biomarker and Algorithm License Agreement
In March 2025, the Company entered into a license
agreement with Liquid Biosciences (“Liquid”) to access and use a portfolio of novel mRNA biomarkers and related algorithms
for the detection of pancreatic cancer through blood-based testing. Total consideration for the license is $
The Company capitalized the license costs as in-process research and development (“IPR&D”) and recorded the license as an intangible asset, with a corresponding liability for amounts unpaid.
As of December 31, 2025, the impairment assessment did not indicate any impairment of an infinite-lived intangible asset, and the Company concluded that the recoverability of an infinite-lived intangible asset was not affected.
During the three months ended March 31,
2026, the Company paid $
13
NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at March 31, 2026 and December 31, 2025, consisted of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Payroll liabilities | ||||||||
| VAT payable | ||||||||
| $ | $ | |||||||
Retirement and Pension Plans
The Company maintains a defined contribution plan in the United States under Section 401(k) of the Internal Revenue Code. The plan covers eligible employees, and participants may elect to make contributions subject to applicable limits. The Company does not make employer contributions to the plan. Accordingly, expense was recognized for employer contributions for the three months ended March 31, 2026 and 2025.
In Germany, the Company participates in government-mandated pension and social security programs. Contributions to these plans are required by law and are based on a percentage of employee compensation. The Company’s obligation is limited to the statutory contributions, which are recognized as expense in the period in which the related payroll costs are incurred. The Company has no further obligations beyond these contributions.
Total pension and related expense for the three
months ended March 31, 2026 and 2025 was approximately $
NOTE 7– LOAN PAYABLE
In November 2025, the Company entered into premium
finance agreement to pay Director and Officer insurance. The loan repayment is $
In November 2024, the Company entered into premium
finance agreement to pay Director and Officer insurance. The loan repayment is $
The Company repaid $
NOTE 8 – SHAREHOLDERS’ EQUITY
Authorized shares
In February 2026, the Company’s authorized
shares increased to
14
Preferred shares
The Company designates the preferred shares with
a par value of €
| ● |
| ● |
| ● |
| ● |
| ● |
On February 13, 2026, the Company entered into
a Securities Purchase Agreement (the “Purchase Agreement”) with Mr. David Lazar that provides for the sale in a private placement
of
Simultaneous to entering into the Purchase Agreement,
the First Closing Shares were issued at a price of $
The Company evaluated the preferred shares under ASC 480 and ASC 815-40 and determined they meet permanent equity because they are not redeemable and do not embody an unconditional obligation to deliver cash or other assets. Further, the conversion features were determined to be indexed to its own stock and are to be classified in shareholders’ equity.
In March 2026, Mr. Lazar advanced $
The following table summarizes the preferred share transactions, as disclosed on our Condensed Consolidated Statement of Changes in Shareholders’ Equity:
| Series A Preferred share | Series B Preferred share | Series C Preferred share | Preferred shares | |||||||||||||||||||||||||||||
| Number of | Number of | Number of | Number of | |||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Total | |||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Issuance of preferred shares | ||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Ordinary shares
Holders of ordinary shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. The Company has not declared any dividends as of March 31, 2026 and December 31, 2025.
15
Equity Distribution Agreement
On October 3, 2025, the Company entered into an
Equity Distribution Agreement (the “Sales Agreement”) with Maxim Group LLC (the “Sales Agent”),
pursuant to which the Company may elect to sell, from time to time through the Sales Agent, the Company’s ordinary shares, having
an aggregate offering amount of up to $
During the three months ended March 31, 2026, the Company issued ordinary shares as follows:
| ● |
| ● |
During the three months ended March 31, 2025, the Company issued ordinary shares as follows:
| ● |
| ● |
Carve out plan
On February 22, 2024, the Company’s Compensation Committee approved the carve-out plan (the “COP”) of Mainz Biomed USA, Inc. (“Mainz USA”) and the Board of Directors of Mainz USA approved the COP. The purpose of the COP is to promote the interests of Mainz USA by providing a payment opportunity to individuals providing services to Mainz USA upon the consummation of a corporate transaction or series of transactions resulting in a change of control of Mainz USA or the Company (a “Change of Control” and the completion of a Change of Control, the “Closing”).
Payment under the COP is based principally upon
the carve-out pool amount which is equal to
Under the COP, participants may receive transaction
carve-out equal to the carve-out pool amount multiplied by each participant’s carve-out percentage specified in such participant’s
participation acknowledgment less that participant’s equity offset, as defined under the COP. Subject to the terms of the COP, payments
under the COP will generally be paid in the same form (or forms) as the consideration received by shareholder of the Company in respect
of their Company equity securities due to the change of control. The Compensation Committee had allocated
Stock options
In 2021, the Company’s shareholders adopted
the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”). Under the 2021 Plan, the Company are authorized to issue
equity incentives in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units, share
appreciation rights, performance units or performance shares under separate award agreements. Under the 2021 Plan, the aggregate number
of shares underlying awards that the Company could issue cannot exceed
16
In 2022, the Company’s shareholders adopted
the Company’s 2022 Omnibus Incentive Plan (the (“2022 Plan”). Under the 2022 Plan, the Company are authorized to issue
equity incentives in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units, share
appreciation rights, performance units or performance shares under separate award agreements. Under the 2022 Plan, the aggregate number
of shares underlying awards that the Company could issue cannot exceed
In 2025, the Company’s shareholders adopted
the Company’s 2025 Omnibus Incentive Plan (the (“2025 Plan”). Under the 2025 Plan, the Company are authorized to issue
equity incentives in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units, share
appreciation rights, performance units or performance shares under separate award agreements. Under the 2025 Plan, the aggregate number
of shares that may be issued under all awards under the 2025 Plan will automatically increase on a quarterly basis on the first day of
each quarter beginning on July 1, 2025 such that the aggregate number of Shares that may be issued under all awards under the Plan equals
During the three months ended March 31, 2026 and
2025, the Company recorded stock option expense of $
A summary of activity during the three months ended March 31, 2026, as follows:
| Stock options Outstanding | Weighted-Average Exercise Price | Weighted-Average Life (years) | ||||||||||
| Balance as of December 31, 2025 | $ | |||||||||||
| Grants | - | |||||||||||
| Forfeited | - | |||||||||||
| Cancelled | - | |||||||||||
| Expiry | - | |||||||||||
| Balance as of March 31, 2026 | $ | |||||||||||
| Exercisable as of March 31, 2026 | $ | |||||||||||
| Expected to vest | $ | |||||||||||
Warrants
A summary of activity regarding warrants excluding pre-funded warrants issued as follows:
| Warrant | Weighted-Average | Weighted-Average | ||||||||||
| Outstanding | Exercise Price | Life (years) | ||||||||||
| Balance as of December 31, 2025 | $ | |||||||||||
| Grants | - | |||||||||||
| Exercised | - | |||||||||||
| Expired | - | |||||||||||
| Balance as of March 31, 2026 | $ | |||||||||||
17
NOTE 9 - RELATED PARTY TRANSACTIONS
Accounts payable
At March 31, 2026 and December 31, 2025, the Company
recorded accounts payable – related party of and $
During the three months ended March 31, 2026 the Company issued
On March 28, 2026 the Company closed the sale
of the ColoAlert assets to UTR, which included the ColoAlert intellectual property, customer located instrumentation, and certain consumables,
and included the transfer of two equipment lease obligations. The purchase price for the assets was $
NOTE 10 – COMMITMENTS AND CONTINGENCIES
From time-to-time, the Company is involved in legal proceedings. The Company records a liability for those legal proceedings when it determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred, however, the amount cannot be reasonably estimated. From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders.
On March 22, 2024, the Company filed a complaint in the Supreme Court of the State of New York against Boustead Securities, LLC, for breach of contract, unjust enrichment, and a declaratory judgment. Several weeks later, Boustead brought an arbitration against Mainz seeking to collect alleged unpaid compensation for financial services plus shares and warrants pursuant to two agreements. Mainz made an application to the Arbitration Panel requesting an order staying the Arbitration proceeding pending the courts’ final determination of the issues raised in the Supreme Court case, which was granted on September 12, 2024. Prior to the Court’s determination of which venue (the Supreme Court or FINRA Dispute Resolution) is proper to hear the dispute, Boustead agreed to withdraw the arbitration. During 2024 the Company had recorded an accrual for a potential arbitration loss. With the withdrawal of the arbitration the Company reversed that accrual in 2025. Boustead then moved to dismiss Mainz’s claims but has not yet raised any claims in the court action against the Company. Thus, at this time there are no pending claims against the Company related to this action. Should Boustead eventually file claims against the Company, the Company would vigorously defend against all claims. Given that there are no pending claims, there is nothing to predict regarding a possible loss or range of loss that may result from this action. The Company does not believe that any outcome in this matter will have a material impact to its balance sheet or statement of operations in the future.
NOTE 11 –OPERATING EXPENSES
For the three months ended March 31, 2026 and 2025, operating expenses consisted of the following:
| Three months ended | ||||||||
| March 31, | ||||||||
| Sales and marketing | 2026 | 2025 | ||||||
| Professional and consulting fees | $ | $ | ||||||
| Office expenses | ||||||||
| Marketing and advertising | ||||||||
| $ | $ | |||||||
18
| Three months ended | ||||||||
| March 31, | ||||||||
| Research and development | 2026 | 2025 | ||||||
| Professional fees | $ | $ | ||||||
| Office expenses | ||||||||
| Materials for clinical studies | ||||||||
| $ | $ | |||||||
| Three months ended | ||||||||
| March 31, | ||||||||
| General and administrative | 2026 | 2025 | ||||||
| Salaries and benefits | $ | $ | ||||||
| Share based compensation | ||||||||
| Employee stock option expense | ||||||||
| Professional and consulting fees | ||||||||
| Office expenses | ||||||||
| Insurance | ||||||||
| Travel and entertainment | ||||||||
| $ | $ | |||||||
NOTE 12 – SUBSEQUENT EVENTS
The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued and determined that no subsequent events had occurred that would require accrual or additional disclosures, other than the following:
On April 9, 2026, the Company entered into an
asset purchase agreement (the “Agreement”) for the sale of its Next Gen IP to a third-party purchaser incorporated in Italy.
Pursuant to the Agreement, the Company sold the Next Gen IP to the buyer for a payment of $
On April 22, 2026, the Company held an Extraordinary General meeting. As a result of that meeting and the affirmative vote of shareholders of all matters proposed, the following actions were taken:
| ● | The Company changed its name to Quantum Cyber N.V. |
| ● | The Second Closing as described in Note 8 was completed |
| ● | Shareholders authorized the Board of Directors to implement a reverse split of its ordinary shares, if necessary to meet Nasdaq minimum bid price requirements. |
| ● | Authorized shares increased to |
| ● | The Shareholders elected two new directors. Four of the previous directors did not run for election, and with the officers of the Company terminated as of that date. As are result of the separations severance payments were made as described in Note 3. |
In April 2026 the Company presented clinical results related to pancreatic screening product line under development, at the American Association for Cancer Research (AACR) 2026 Annual Meeting. Those results were also presented in May at the Digestive Disease Week (DDW).
In May 2026 the Company entered into agreements
with two strategic advisors. These agreements do not require any cash compensation and require the issuance of
On May 12, 2026, the “Company entered into an Intellectual Property License Agreement (the “License Agreement”) with BP United Inc., a Delaware corporation (“BP United”), pursuant to which BP United has granted to the Company an exclusive, sublicensable, perpetual, and fully paid-up worldwide license under certain intellectual property owned or controlled by BP United (the “Licensed Technology”), including patents, patent applications, trademarks, trade secrets, know-how, and other technology, to make, have made, use, offer to sell, sell, import, and otherwise exploit products and services incorporating the Licensed Technology (the “Licensed Products”). The Licensed Technology is applicable to multiple fields of use and applications, including, without limitation, drones, cyber technology, and other applications as the Company may determine.
19
The license granted under the License Agreement is not limited to any specific field of use, application, or industry. BP United has agreed not to, and not to grant others the right to, make, use, offer to sell, sell, import, or otherwise exploit Licensed Products or Licensed Technology during the term of the License Agreement worldwide. The Company may grant sublicenses under the license through multiple tiers, to any of its affiliates, subsidiaries, or third parties, at the Company’s sole discretion.
As consideration for the license and rights granted
under the License Agreement, and subject to the satisfaction of certain conditions precedent, the Company has agreed to pay to BP United:
(a) Five Million US Dollars ($
The License Agreement is effective in perpetuity
unless earlier terminated. The Company may terminate the License Agreement at any time without cause upon thirty (
BP United has represented and warranted, among other things, that the Licensed Technology is not in development and is ready for commercialization as of the effective date, and that BP United has not withheld any information material to the commercial readiness of the Licensed Technology.
The License Agreement also contains customary representations and warranties, indemnification provisions (including IP infringement indemnification by BP United), confidentiality obligations, patent prosecution and enforcement provisions, and intellectual property protection under Section 365(n) of the U.S. Bankruptcy Code.
Concurrently, the Company entered into an Advisory
Agreement (the “Advisory Agreement”) with Alexander Gurevich, pursuant to which Mr. Gurevich has agreed to provide strategic
advisory services to the Company, including attending four advisory meetings per year. As compensation for such services, the Company
has agreed to issue to Mr. Gurevich
In connection with the License Agreement, the Company and BP United intend to enter into a Commercial Supply Agreement (the “Supply Agreement”). Under the Supply Agreement, BP United is the exclusive manufacturer and supplier of products incorporating the Licensed Technology (the “Products”) to the Company. The Company has agreed to purchase its requirements of Products exclusively from BP United, except following an Inability to Supply Event (as defined in the Supply Agreement), in which case the Company may, in its sole discretion, manufacture or have manufactured the Products using the Licensed Technology without limitation.
On May 14, 2026
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to its plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You may read the “Forward-Looking Statements” section in this annual report and the sections entitled “Risk Factors” in other documents that we have filed with the U.S. Securities and Exchange Commission for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
The following discussion refers to our financial results for the three months ended March 31, 2026 and 2025. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references refers to Quantum Cyber N.V. (f/k/a Mainz Biomed N.V.) and its affiliates.
Organization and Overview of Operations
Historically we have focused on developing and selling in-vitro diagnostic (“IVD”) tests for the early detection of cancer. During 2025 and early 2026, our legacy ColoAlert product was marketed and sold in European markets. Since 2020, we have been developing both a blood and stool test for the early detection of pancreatic cancer. From 2022 to February 2026, we were developing our next generation colorectal cancer screening product, with the intention to launch these products in the future in the United States and in Europe.
In February 2026, the Board made the decision to close our colorectal cancer line of business to focus on the pancreatic screening line of business. As a result of that decision the Board marketed for sale the two groups of assets related to the ColoAlert and NextGen product lines, which were primarily the intellectual property and related assets. The sales of these product lines and intellectual property were completed in two independent transactions in March and April 2026. In conjunction with this decision also resulted in the termination of all employees of our subsidiary in Germany, with termination dates between February and May 2026.
In March 2026, the Company announced the appointment of Robert Liscouski as its non-executive Chairman, with David Lazar assuming the position of director and CEO. These changes were made to align the Company’s strategy to expand its business focus in the area of post-quantum cybersecurity, while continuing to pursue the commercialization of its blood-based pancreatic cancer detection product candidate. Effective with its Shareholder meeting in April 2026, the Company changed its name, from Mainz Biomed N.V., to Quantum Cyber N.V. In conjunction with the name change the Company changed its NASDAQ ticker symbol to QUCY.
Colorectal Cancer Screening Divestiture
In February 2026, the Board made the decision to close the Company’s colorectal cancer line of business to focus on the pancreatic screening line of business. As a result of that decision, the Board marketed for sale the two groups of assets related to the ColoAlert and NextGen product lines, including the intellectual property for each. The decision also resulted in the termination of all employees in the Company’s subsidiary in Germany, with substantially all termination dates between February and May 2026.
21
On March 28, 2026 the Company closed the sale of the ColoAlert assets to UTR, which included the ColoAlert intellectual property, customer-located instrumentation, and certain consumables, and included the transfer of two equipment lease obligations. The purchase price for the assets was $348,966, which reduced the debt owed to UTR of $648,966, resulting in a net payment to UTR of $300,000 at closing.
On April 9, 2026, we entered into an asset purchase agreement (the “Agreement”) for the sale of the Next Gen IP to a third-party purchaser incorporated in Italy. Pursuant to the Agreement, we sold the Next Gen IP to the buyer for a payment of $1.25 million. The sale of the Next Gen IP closed on April 20, 2026.
The transaction represents a strategic shift that has a major effect on the Company's operations and financial results. Effective January 1, 2025, the colorectal cancer screening business’ financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.
Business Highlights, Known Trends, Events, and Uncertainties
During the three months ended March 31, 2026, the Company continued to advance its diagnostic portfolio, focused on its pancreatic screening product line under development, including being accepted to present the clinical results for our feasibility studies at American Association for Cancer Research (AACR) 2026 Annual Meeting and the Digestive Disease Week (DDW) 2026. The Company also made the decision to exit its colorectal cancer screening business to focus on the pancreatic screening line of business. As a result of that decision the Board marketed for sale the two groups of assets related to the ColoAlert and NextGen product lines, which were primarily the two lines intellectual property. The decision also resulted in the termination of all employees in the Company’s subsidiary in Germany, with termination dates between February and May 2026. As a result of the closing of subsidiary and proposed sales of intellectual property, the Company has recorded an impairment loss on the value of the intellectual property of $2,640,280 in 2025.
Results of Discontinued Operations
Comparison of the Three Months Ended March 31, 2026 and 2025
| 2026 | 2025 | |||||||
| Revenue | $ | 170,105 | $ | 152,405 | ||||
| Cost of revenue | 63,951 | 46,745 | ||||||
| Gross profit | 106,154 | 105,660 | ||||||
| Operating expenses: | ||||||||
| Sales and marketing | 393,275 | 176,400 | ||||||
| Research and development | 1,152,082 | 1,624,797 | ||||||
| General and administrative | 589,717 | 478,638 | ||||||
| Impairment loss on fixed assets | 538,393 | - | ||||||
| Total operating expenses | 2,673,467 | 2,279,835 | ||||||
| Loss from operations | (2,567,313 | ) | (2,174,175 | ) | ||||
| Other expense | (29,074 | ) | (61,259 | ) | ||||
| Loss from discontinued operation | $ | (2,596,387 | ) | $ | (2,235,434 | ) | ||
Total Revenue
Total revenue for the three months ended March 31, 2026 was $170,105 as compared to $152,405 for the three months ended March 31, 2025, an increase of 12%. This increase was attributable to increased sales of ColoAlert to lab partners including last time buys.
22
Cost of Revenue and Gross Profit
Cost of revenue for the three months ended March 31, 2026 was $63,951 as compared to $46,745 for the three months ended March 31, 2025, an increase of 37%. This increase was attributable to increased sales of ColoAlert to lab partners including last time buys. As a result, gross profit increased by 1%, while gross margins decreased from 69% to 62% due to a higher level of sales coming from a last time buy with a customer having lower contracted sales price.
Research and Development Expenses
Research and development expenses for the three months ended March 31, 2026 were $1,152,082 compared to $1,624,797 for the three months ended March 31, 2025, a decrease of $420,278. This decrease was driven by a reduction of costs of resulting from wind down of the eAArly Detect 2 clinical study.
Sales and Marketing Expenses
Sales and marketing expenses for the three months ended March 31, 2026, were $393,275 compared to $176,400 for the three months ended March 31, 2025, an increase of $216,875. This increase was related to severance related to the termination of our colorectal cancer screening sales and marketing team.
General and Administrative Expenses
General and administrative expenses for the three months ended March 31, 2026 were $538,393 compared to $478,638 for the three months ended March 31, 2025, an increase of $59,755. The increased expenses were primarily the result of a severance payments for administration and accounting personnel.
Other Income (Expense)
Other expense, net for the three months ended March 31, 2026 was $29,074 compared to $61,259 for the three months ended March 31, 2025, resulting in decreased other expenses (net) of $32,185. This decrease was primarily the result of decreased interest expense for the three months ended March 31, 2026 compared to the same period in 2025.
Results of Continuing Operations
Comparison of the Three Months Ended March 31, 2026 and 2025
The following table provides certain selected financial information for the periods presented, from our continuing operations:
| Three months ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2026 | 2025 | Change | % Change | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | - | |||||||||
| Sales and marketing | $ | 281,903 | $ | 1,160,575 | $ | (878,672 | ) | (76 | )% | |||||||
| Research and development | $ | 59,300 | $ | 88,748 | $ | (29,448 | ) | (33 | )% | |||||||
| General and administrative | $ | 2,121,840 | $ | 1,496,202 | $ | 625,638 | 42 | % | ||||||||
| Total operating expenses | $ | 2,463,043 | $ | 2,745,525 | $ | (282,482 | ) | (10 | )% | |||||||
| Loss from operations | $ | 2,463,043 | $ | 2,745,525 | $ | (282,482 | ) | (10 | )% | |||||||
| Other expense | $ | 22,552 | $ | 21,932 | $ | 620 | 3 | % | ||||||||
| Loss from continuing operations | $ | 2,485,595 | $ | 2,767,457 | $ | (281,862 | ) | (10 | )% | |||||||
| Loss from discontinued operations | $ | 2,596,387 | $ | 2,235,434 | $ | 360,953 | 16 | % | ||||||||
| Net loss | $ | 5,081,982 | $ | 5,002,891 | $ | 79,091 | 2 | % | ||||||||
| Total comprehensive loss | $ | 5,117,078 | $ | 4,839,042 | $ | 278,036 | 6 | % | ||||||||
| Basic and dilutive loss per ordinary share | $ | (0.43 | ) | $ | (1.46 | ) | $ | 1.03 | (70 | )% | ||||||
| Weighted average number of ordinary shares outstanding | 11,799,424 | 3,430,902 | ||||||||||||||
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Total Revenue
The Company is currently developing a product for pancreatic cancer screening. During 2026 the Company’s intention is to focus its efforts on continued development and marketing efforts related to its path to commercialization in the U.S.
Research and Development Expenses
Research and development expenses for the three months ended March 31, 2026 were $59,300 compared to $88,748 for the three months ended March 31, 2025, a decrease of $29,448. This decrease was the result of increased costs in 2025 related to a feasibility study.
Sales and Marketing Expenses
Sales and marketing expenses for the three months ended March 31, 2026, were $281,903 compared to $1,160,575 for the three months ended March 31, 2025, a decrease of $878,672. This decrease was related to a decrease in our marketing and advertising expenses in line with our decision to exit our colorectal cancer business.
General and Administrative Expenses
General and administrative expenses for the three months ended March 31, 2026 were $2,121,840 compared to $1,496,202 for the three months ended March 31, 2025, an increase of $625,638. The increased expenses were primarily the result of stock based compensation and compensation charges.
Other Income (Expense)
Other expense, net for the three months ended March 31, 2026 was $22,552 compared to $21,932 for the three months ended March 31, 2025, resulting in increased other expenses (net) of $620. This increase was primarily the result of decreased interest expense offset by increased other expense for the three months ended March 31, 2026 compared to the same period in 2025.
Liquidity and Capital Resources
Our principal liquidity requirements are for working capital and operating losses. We fund our liquidity requirements primarily through cash on hand, cash flows from operations and, debt and equity financing. As of March 31, 2026, we had $4,752,966 of cash and cash equivalents, compared to $889,091 as of December 31, 2025.
| March 31, 2026 | December 31, 2025 | |||||||
| Cash | $ | 4,752,966 | $ | 889,091 | ||||
| Cash - continuing operations | $ | 4,450,193 | $ | 701,602 | ||||
| Cash - discontinued operations | $ | 302,773 | $ | 187,489 | ||||
We do not disclose cash flow from discontinued operation separately in the statement of cash flows and disclose cash flow from discontinued operation in the footnote. The following table summarizes our cash flows from operating, investing and financing activities, for the three months ended March 31, 2026 and 2025:
| Three months ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2026 | 2025 | Change | % Change | |||||||||||||
| Cash used in operating activities | $ | 2,707,993 | $ | 3,942,073 | $ | (1,234,080 | ) | (31 | )% | |||||||
| Cash used in investing activities | $ | 650,658 | $ | 198,042 | $ | 452,616 | 229 | % | ||||||||
| Cash provided by (used in) financing activities | $ | 7,267,225 | $ | (356,958 | ) | $ | 7,624,183 | (2,136 | )% | |||||||
| Net change in cash during period | $ | 3,863,875 | $ | (4,400,244 | ) | $ | 8,264,119 | (188 | )% | |||||||
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Cash Flow from Operating Activities
For the three months ended March 31, 2026, cash flows used in operating activities was $2,707,993 compared to $3,942,073 used during the three months ended March 31, 2025. The improvement in cash flows used in operating activities of $1,234,080 was primarily the result of our decision to exit our colorectal cancer business and wind down operations in our German subsidiary.
Cash Flows from Investing Activities
During the three months ended March 31, 2026, we used $650,658 in investing activities compared to $198,042 used during the three months ended March 31, 2025. The increase in cash flows used in investing activities of $452,616 was the primarily the result payments related to the acquisition of our intellectual property related to blood based testing for pancreatic cancer.
Cash Flows from Financing Activities
During the three months ended March 31, 2026, we had cash flow provided by financing activities of $7,267,225 compared to cash flow used in financing activities of $356,958 for the three months ended March 31, 2025, an increase of $7,624,183. This increase was primarily the result of the Company’s sale of preferred stock for $6 million and $2.1 million from the sale of its ordinary shares pursuant to its Equity Distribution Agreement, reduced by repayments of debt of $821,013.
The following table summarizes our cash flows from discontinued operations:
| Three months ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2026 | 2025 | Change | % Change | |||||||||||||
| Cash used in operating activities | $ | 1,842,893 | $ | 2,740,972 | $ | (898,079 | ) | (33 | )% | |||||||
| Cash used in investing activities | $ | 350,658 | $ | 198,042 | $ | 152,616 | 77 | % | ||||||||
| Cash provided by financing activities | $ | 2,353,534 | $ | 2,806,493 | $ | (452,959 | ) | (16 | )% | |||||||
| Net change in cash during period | $ | 115,284 | $ | (35,796 | ) | $ | 151,080 | (422 | )% | |||||||
Cash Flow from Operating Activities
For the three months ended March 31, 2026, cash flows used in operating activities was $1,842,893 compared to $2,740,972 used during the three months ended March 31, 2025. The improvement in cash flows used in operating activities is attributable to a reduction of costs resulting from wind down of the eAArly Detect 2 clinical study.
Cash Flows from Investing Activities
During the three months ended March 31, 2026, we used $350,658 in investing activities compared to $198,042 used during the three months ended March 31, 2025. The increase in cash flows used in investing activities was the result of increased payments related to the ColoAlert acquisition debt.
Cash Flows from Financing Activities
During the three months ended March 31, 2026, we had cash flow provided by financing activities of $2,353,534 compared to cash flow provided by financing activities of $2,806,493 for the three months ended March 31, 2025, a decrease of $452,959. This decrease was primarily the result of the decreased need for intercompany financing to fund operating losses, in line with the Company’s decision to wind down its German subsidiary.
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Working Capital Discussion
We had recurring losses, accumulated deficit totaling $110.0 million and negative cash flows used in operating activities of $2.7 million as of and for the three months ended March 31, 2026. We also had $4.5 million of cash on hand on March 31, 2026, and working capital of $3.5 million.
These conditions are indicators that impact the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. If the Company is unable to obtain funding, the Company could be forced to further delay, reduce or eliminate its research and development, regulatory, and commercial efforts which could adversely affect its future business prospects and its ability to continue as a going concern.
Historically, the Company has relied upon funds from its stockholders and loans from third parties. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon its operations and its stockholders.
We plan to fund our cash flow and working capital needs through current cash on hand and future debt and/or equity financings which we may obtain through one or more public or private equity offerings, debt financings, government or other third-party funding, strategic alliances or collaboration agreements. During early 2026, the Company completed a $6 million preferred stock offering and has an Equity Distribution Agreement in place which allows the Company to raise additional equity capital.
The Company believes that its currently available cash on hand, together with additional financing described above, may be sufficient to meet its planned expenditures and obligations for at least the one-year period following the issuance of its consolidated financial statements; however, such expectations are subject to significant uncertainty, and substantial doubt remains about the Company’s ability to continue as a going concern.
Our consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), which require management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes.
For a discussion of our critical accounting estimates, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026 (the “Annual Report”). There have been no material changes to our critical accounting estimates as described in that Annual Report.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based on such evaluation, due to a material weakness in our internal control over financial reporting described below, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were not effective as of such date to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Material Weakness in Internal Control over Financial Reporting
We have not designed written policies and procedures at a sufficient level of precision to support the operating effectiveness of the controls to prevent and detect potential errors, including review of financial reporting. We also did not maintain adequate documentation to evidence the operating effectiveness of certain control activities. Lastly, we did not maintain appropriate access to certain systems and did not maintain appropriate segregation of duties related to processes associated within those systems.
Historically, these control deficiencies resulted in several misstatements to the preliminary financial statements that were corrected and/or deemed immaterial in the aggregate prior to issuance of the financial statements. These control deficiencies create a reasonable possibility that a material misstatement to the financial statements will not be prevented or detected on a timely basis, and therefore we concluded that the deficiencies represent material weaknesses in our internal control over financial reporting and our internal control over financial reporting was not effective as of March 31, 2026.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, we expect to make changes to our internal control over financial reporting in the future to remediate the material weakness identified above.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Since our annual report on Form 10-K for the year ended December 31, 2025 filed on March 31, 2026, we have not been named as a party to any additional legal proceedings, and there are no material updates to any previously disclosed legal proceedings.
Item 1A. Risk Factors
Although as a Smaller Reporting Company we are not required to provide this information, we refer you to the section entitled “Item 3 -- Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025 filed on March 31, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There have been no sales of unregistered equity securities that we have not previously disclosed in filings with the U.S. Securities and Exchange Commission.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| Exhibit No. | Description | |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 31.2* | Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1** | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 32.2** | Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Quantum Cyber N.V. | ||
| Date: May 15, 2026 | By: | /s/ William Caragol |
| Name: | William Caragol | |
| Title: | Chief Financial Officer | |
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