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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 11, 2026
Mainz
Biomed N.V.
(Exact
Name of Registrant as Specified in its Charter)
| The
Netherlands |
|
001-41010 |
|
N/A |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission File Number) |
|
(I.R.S.
Employer
Identification
No.) |
Robert
Koch Strasse 50, 55129 Mainz, Germany
(Address
of Principal Executive Offices) (Zip Code)
+49
6131 5542860
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange On Which Registered |
| Ordinary Shares, nominal
value €0.01 per share |
|
QUCY |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
March 11, 2026, Robert P. Liscouski was appointed to the board of directors (the “Board”) of Mainz Biomed N.V.
(the “Company”) as Chairman of the Board. Mr. Liscouski was appointed as a director having a term expiring
at the Company’s extraordinary general meeting, currently planned for April 2026, or until his successor has been duly elected
and qualified or until his earlier resignation or removal.
There
are no arrangements or understandings between Mr. Liscouski and any other person pursuant to which he was selected as a director of the
Company. There is no family relationship between Mr. Liscouski and any director or executive officer of the Company. There are no transactions
between Mr. Liscouski and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange
Act of 1934, as amended.
Item
7.01 Regulation FD Disclosure
On
March 11, 2026, the Company issued a press release announcing the appointment of Robert P. Liscouski as Chairman of the Board and the
Symbol Change (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The
information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set
forth in such filing.
Item
8.01. Other Events
Effective
before the open of market trading on March 12, 2026, the Company’s ordinary shares, par value €0.01 per share, will cease trading
under the ticker symbol “MYNZ” and begin trading on the Nasdaq Stock Market under the ticker symbol “QUCY” (“Symbol
Change”). The Symbol Change does not affect the rights of the Company’s security holders. There will be no change
to the Company’s CUSIP in connection with the Symbol Change.
Item
9.01 Exhibits and Financial Statements.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated March 11, 2026 (furnished pursuant to Item 7.01) |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Mainz Biomed
N.V. |
| |
|
|
| |
By: |
/s/
William Caragol |
| |
|
Name: |
William Caragol |
| |
|
Title: |
Chief Financial Officer |
Dated:
March 11, 2026
Exhibit 99.1
Mainz Biomed Announces Appointment of Robert
Liscouski as Chairman of the Board of Directors
Company Also Announces New Name: Quantum Cyber
and Change in Nasdaq Ticker symbol
March 11, 2026 -- Mainz
Biomed N.V. (NASDAQ: MYNZ), a molecular genetics diagnostic company specializing in the
early detection of cancer, today announced that Robert P. Liscouski has been appointed Chairman of its Board of Directors. Further,
the Company announced that it plans to change its name to Quantum Cyber and change its Nasdaq ticker symbol to QUCY, beginning on March
12, 2026. The permanent election of Mr. Liscouski and the change of Company name will become effective at the Company’s extraordinary
general meeting, being planned for April 2026. The Company will begin doing business as Quantum Cyber and trading under the symbol QUCY
beginning on March 12, 2026.
Mr. Liscouski is a frequent contributor to CNBC,
CNN, BBC, Fox News, and other business and security media on Homeland Security, Terrorism and Cyber Security issues and has appeared before
Congress on Homeland Security Issues. Mr. Liscouski received his Master of Public Administration from the John F. Kennedy School of Government,
Harvard University.
Government Technology Initiatives
Mr. Liscouski was appointed by President George
W. Bush as the first Assistant Secretary for Infrastructure Protection when the U.S. Department of Homeland Security was founded in 2003
in the wake of the 911 attacks. During his tenure, Mr. Liscouski was responsible for the design, development, implementation and management
of the Office of Infrastructure Protection, including integrating various units from other government agencies including; FBI, DoD, General
Services Administration, the Department of Energy and the Depart of Commerce and the creation of the National Cyber Security Division.
Mr. Liscouski’s foundational efforts led to the creation of today’s Critical Infrastructure and Security Agency (CISA).
Cybersecurity and AI Innovations
Mr. Liscouski most recently was co-founder, CEO
and Chairman of Quantum Computing Inc. an innovative, integrated photonics company that manufactures accessible and affordable quantum
machines. His technological leadership extends to the realm of artificial intelligence and high-performance computing. As the co-founder
of Fog Data Sciences, LLC, he has been instrumental in developing geo-location intelligence solutions that leverage AI and advanced computing
capabilities. These solutions serve critical needs in law enforcement and the US Security and Intelligence Community, applying cutting-edge
technology to complex security challenges. At The Coca-Cola Company, Mr. Liscouski served as the Director of Information Assurance, where
he was responsible for evaluating, designing, and implementing the company’s Information Security Program.
The Company had previously announced its intention
to continue its focus on the development of its pancreatic cancer screening business in the U.S. and evaluating opportunities to sell
its colorectal cancer screening assets while it also winds down its German subsidiary. The Company continues to make progress on all of
these initiatives.
David Lazar, the current Chairman of the Board
commented, “Robert is a seasoned global executive, a proven technology leader and security expert with over 35 years of experience
spanning both the public and private sectors which makes him a perfect fit for us. His career is marked by significant contributions to
high tech initiatives, cybersecurity, and critical infrastructure protection, all of which fit perfectly into our long-term plans. Robert’s
high-tech leadership includes co-founder, Chairman, and former CEO of Quantum Computing Inc. (Nasdaq: QUBT), in which he spearheaded the
development of cutting-edge quantum computing technology. Under his leadership, the company became the first pure-play public company
in the quantum computing market, focusing on nano photonic based hardware to help revolutionize the future of computing.”
Forward-Looking Statements
Certain statements made in this press release
are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”,
“expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect
the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised
in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s
expectations or projections. The following factors, among others, could cause actual results to differ materially from those described
in these forward-looking statements: (i) the failure to meet projected development and related targets; (ii) changes in applicable laws
or regulations; (iii) in inability to successfully pursue our new initiatives; and (iv) other risks and uncertainties described herein,
as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and
Exchange Commission (the “SEC”) by the Company. Additional information concerning these and other factors that may impact
the Company’s expectations and projections can be found in its initial filings with the SEC, including its annual report on Form
20-F filed on March 31, 2025 and its mid-year report on Form 6-K filed on September 26, 2025. The Company’s SEC filings are available
publicly on the SEC’s website at www.sec.gov. Any forward-looking statement made by us in this press release is based only on information
currently available to Mainz Biomed and speaks only as of the date on which it is made. Mainz Biomed undertakes no obligation to publicly
update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information,
future developments or otherwise, except as required by law.
Investor Inquiries:
Andrew J. Barwicki
Investor Relations
Tel: 516-662-9461
Email: andrew@barwicki.com
