---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-016890"
form_type: "8-K"
ticker: "QUCY"
cik: "0001874252"
company_name: "Quantum Cyber N.V."
filed_at: "2026-02-17T23:59:59+00:00"
generated_at: "2026-05-16T02:32:43.434349+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Mainz Biomed secures $6M private placement, names David Lazar Chairman; pivots to pancreatic cancer

## Summary
- First tranche of $3M closed Feb 13; second $3M expected after shareholder approval by April 15, 2026.
- Preferred shares convertible into up to 95%+ of fully diluted shares; Lazar appointed Chairman and gets board nomination rights.
- Company to focus on U.S. pancreatic cancer detection, evaluate sale of colorectal assets, wind down German sub.
- Settlement agreements with officers/directors require ~$1.9M aggregate payments upon final closing.

## SEC filing metadata
- accession: 0001213900-26-016890
- form_type: 8-K
- ticker: QUCY
- cik: 0001874252
- company_name: Quantum Cyber N.V.
- filed_at: 2026-02-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 5.02, 3.02, 3.03, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1874252/000121390026016890/0001213900-26-016890-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1874252/000121390026016890/ea0277246-8k_mainz.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-016890
- JSON: https://secwatch.observer/filing/0001213900-26-016890.json
- Plain text: https://secwatch.observer/filing/0001213900-26-016890.txt

## Key facts
- Equity Issuances
  Quantum Cyber N.V. issued 1,000,000 of our series A preferred shares, with a nominal value of €0.01 per share of preferred stock to David E. Lazar for $1.00 per share for aggregate gross proceeds of $3 million.
  - Security: preferred stock
  - Shares: 1,000,000 of our series A preferred shares, with a nominal value of €0.01 per share
  - Purchaser: David E. Lazar
  - Consideration: $1.00 per share for aggregate gross proceeds of $3 million
  source text: the Series B Preferred Shares, the “First Closing Shares”), convertible, subject to shareholder approval, into an aggregate of up to 9 million Ordinary Shares in exchange for $3 million; and ● (a) 1,000,000 of our series D preferred shares, with a nominal value of €0.01 per share (the “Series D Preferred Shares”), convertible into an aggregate of up to 225
  evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026016890/0001213900-26-016890-index.htm
- Equity Issuances
  Quantum Cyber N.V. issued 1,000,000 of our series C preferred shares, with a nominal value of €0.01 per share of preferred stock to David E. Lazar for $1.00 per share for aggregate gross proceeds of $3 million.
  - Security: preferred stock
  - Shares: 1,000,000 of our series C preferred shares, with a nominal value of €0.01 per share
  - Purchaser: David E. Lazar
  - Consideration: $1.00 per share for aggregate gross proceeds of $3 million
  source text: the Series B Preferred Shares, the “First Closing Shares”), convertible, subject to shareholder approval, into an aggregate of up to 9 million Ordinary Shares in exchange for $3 million; and ● (a) 1,000,000 of our series D preferred shares, with a nominal value of €0.01 per share (the “Series D Preferred Shares”), convertible into an aggregate of up to 225
  evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026016890/0001213900-26-016890-index.htm
- Equity Issuances
  Quantum Cyber N.V. issued 1,000,000 of our series E preferred shares, with a nominal value of €0.01 per share of preferred stock to David E. Lazar for $1.50 per share for aggregate gross proceeds of $3 million.
  - Security: preferred stock
  - Shares: 1,000,000 of our series E preferred shares, with a nominal value of €0.01 per share
  - Purchaser: David E. Lazar
  - Consideration: $1.50 per share for aggregate gross proceeds of $3 million
  source text: The First Closing Shares are subject to certain conversion limitations as described below. Simultaneous to entering into the Purchase Agreement on February 13, 2026, Mr. Lazar purchased the First Closing Shares at a price of $1.00 per share for aggregate gross proceeds of $3 million (the “First Closing”). The Purchase Agreement also contemplates that Mr. Lazar will separately purchase and acquire the Second Closing Shares as soon as practicable after we receive the Conversion Approval (as defined below) at a price of $1.50 per share for aggregate gross proceeds of $3 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026016890/0001213900-26-016890-index.htm
- Equity Issuances
  Quantum Cyber N.V. issued 1,000,000 of our series D preferred shares, with a nominal value of €0.01 per share of preferred stock to David E. Lazar for $1.50 per share for aggregate gross proceeds of $3 million.
  - Security: preferred stock
  - Shares: 1,000,000 of our series D preferred shares, with a nominal value of €0.01 per share
  - Purchaser: David E. Lazar
  - Consideration: $1.50 per share for aggregate gross proceeds of $3 million
  source text: The First Closing Shares are subject to certain conversion limitations as described below. Simultaneous to entering into the Purchase Agreement on February 13, 2026, Mr. Lazar purchased the First Closing Shares at a price of $1.00 per share for aggregate gross proceeds of $3 million (the “First Closing”). The Purchase Agreement also contemplates that Mr. Lazar will separately purchase and acquire the Second Closing Shares as soon as practicable after we receive the Conversion Approval (as defined below) at a price of $1.50 per share for aggregate gross proceeds of $3 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026016890/0001213900-26-016890-index.htm
- Equity Issuances
  Quantum Cyber N.V. issued 1,000,000 of our series B preferred shares, with a nominal value of €0.01 per share of preferred stock to David E. Lazar for $1.00 per share for aggregate gross proceeds of $3 million.
  - Security: preferred stock
  - Shares: 1,000,000 of our series B preferred shares, with a nominal value of €0.01 per share
  - Purchaser: David E. Lazar
  - Consideration: $1.00 per share for aggregate gross proceeds of $3 million
  source text: the Series B Preferred Shares, the “First Closing Shares”), convertible, subject to shareholder approval, into an aggregate of up to 9 million Ordinary Shares in exchange for $3 million; and ● (a) 1,000,000 of our series D preferred shares, with a nominal value of €0.01 per share (the “Series D Preferred Shares”), convertible into an aggregate of up to 225
  evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026016890/0001213900-26-016890-index.htm
- Material Agreements
  Quantum Cyber N.V. entered into Purchase Agreement with David E. Lazar valued at $3 million (effective 2026-02-13).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: David E. Lazar
  - Value: $3 million
  - Effective: 2026-02-13
  source text: On February 13, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David E. Lazar that provides for the sale in a private placement of:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026016890/0001213900-26-016890-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.