8-K
filed April 28, 2026, 7:59 PM ET
ticker QUCY
CIK 0001874252
other material
confidence high
sentiment negative
materiality 0.90
Quantum Cyber N.V. (QUCY): M&A transaction — Quantum Cyber N.V. issues $6M preferred shares; David Lazar gains >95% voting control and Co-CEO resigns
Quantum Cyber N.V.
- Second closing on Apr 22, 2026: issued Series D/E preferred convertible into up to 225M ordinary shares each, representing >90% fully diluted shares.
- David Lazar becomes controlling shareholder with >95% voting rights; four directors and Co-CEO Guido Baechler resigned; David Natan and Avraham Ben-Tzvi appointed.
- Name changed from Mainz Biomed N.V. to Quantum Cyber N.V.; authorized ordinary shares increased from 45M to 900M, preferred from 5M to 100M.
- All 11 proposals approved at Apr 22 Extraordinary General Meeting, including ratification of board appointments and share issuance.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Quantum Cyber N.V. issued 1,000,000 of our series D preferred shares of preferred stock to David E. Lazar for additional $3 million.
- Security
- preferred stock
- Shares
- 1,000,000 of our series D preferred shares
- Purchaser
- David E. Lazar
- Consideration
- additional $3 million
Exact text from the filing
The Second Closing Shares were issued (we received a pre-payment of $3 million for the Second Closing Shares in March of 2026).
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Quantum Cyber N.V. issued 1,000,000 of our series E preferred shares of preferred stock to David E. Lazar for additional $3 million.
- Security
- preferred stock
- Shares
- 1,000,000 of our series E preferred shares
- Purchaser
- David E. Lazar
- Consideration
- additional $3 million
Exact text from the filing
The Second Closing Shares were issued (we received a pre-payment of $3 million for the Second Closing Shares in March of 2026).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Avraham Ben-Tzvi was appointed as Director at Quantum Cyber N.V..
- Action
- appointed
- Role
- Director
Exact text from the filing
On April 22, 2026, our shareholders approved at an Extraordinary General Meeting the appointment of David Natan and Avraham Ben-Tzvi to our board of directors, and Mr. Natan and Mr. Ben-Tzvi became directors of our company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Natan was appointed as Director at Quantum Cyber N.V..
- Action
- appointed
- Role
- Director
Exact text from the filing
On April 22, 2026, our shareholders approved at an Extraordinary General Meeting the appointment of David Natan and Avraham Ben-Tzvi to our board of directors, and Mr. Natan and Mr. Ben-Tzvi became directors of our company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Quantum Cyber N.V.: Amended Articles of Association to authorize preferred share conversions, change company name from Mainz Biomed N.V. to Quantum Cyber N.V., and increase authorized share capital (effective 2026-04-22).
- Change
- charter amendment
- Effective
- 2026-04-22
Exact text from the filing
On April 22, 2026, we amended our Articles of Association. The material changes resulting from such amendment were: (a) the authorization of the conversion of each Series A Preferred Share into nine (9) Ordinary Shares; (b) the authorization of conversion of each Series B Preferred Share into nine (9) Ordinary Shares; (c) the authorization of the conversion of each Series C Preferred Share into nine (9) Ordinary Shares; (d) the authorization of the conversion of each Series D Preferred Share into two-hundred and twenty-five (225) Ordinary Shares; and (e) the authorization of the conversion of each Series E Preferred Share into two-hundred and twenty-five (225) Ordinary Shares; (f) the change of our name from "Mainz Biomed N.V." to "Quantum Cyber N.V."; and (g) an increase in (i) the number of authorized Ordinary Shares that we may issue from 45,000,000 to up to 900,000,000 and (ii) the number of authorized Preferred Shares that we may issue from 5,000,000, split into 1,000,000 Series A
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Quantum Cyber N.V. underwent a change of control involving David E. Lazar (closed 2026-04-22).
- Action
- change of control
- Counterparty
- David E. Lazar
- Closing
- 2026-04-22
Exact text from the filing
On February 13, 2026, we entered into the Purchase Agreement with David Lazar, the First Closing Shares were issued on February 17, 2026, and the Second Closing Shares were issued on April 22, 2026. As a result of the transactions set out in the Purchase Agreement, Mr. Lazar became the holder of over 95% of the voting rights of our issued and outstanding shares, on a fully-diluted basis, and became the controlling shareholder.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Quantum Cyber N.V. entered into Securities 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
Exact text from the filing
we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David E. Lazar on February 13, 2026 that provided for the sale in a private placement of:
View on SEC.gov
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