--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-26-048635" form_type: "8-K" ticker: "QUCY" cik: "0001874252" company_name: "Quantum Cyber N.V." filed_at: "2026-04-28T23:59:59+00:00" generated_at: "2026-05-15T03:11:57.210033+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Quantum Cyber N.V. issues $6M preferred shares; David Lazar gains >95% voting control and Co-CEO resigns ## Summary - 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. ## SEC filing metadata - accession: 0001213900-26-048635 - form_type: 8-K - ticker: QUCY - cik: 0001874252 - company_name: Quantum Cyber N.V. - filed_at: 2026-04-28T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 3.02, 5.01, 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/ea0288083-8k_quantum.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-26-048635 - JSON: https://secwatch.observer/filing/0001213900-26-048635.json - Plain text: https://secwatch.observer/filing/0001213900-26-048635.txt ## Key facts - Equity Issuances 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 source text: The Second Closing Shares were issued (we received a pre-payment of $3 million for the Second Closing Shares in March of 2026). evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm - Equity Issuances 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 source text: The Second Closing Shares were issued (we received a pre-payment of $3 million for the Second Closing Shares in March of 2026). evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm - Executive change Avraham Ben-Tzvi was appointed as Director at Quantum Cyber N.V.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm - Executive change David Natan was appointed as Director at Quantum Cyber N.V.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm - Governance Changes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm - M&A Transactions 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm - Material Agreements 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 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.