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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 17, 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
7.01 Regulation FD Disclosure
On
March 17, 2026, Mainz Biomed N.V., doing business as Quantum Cyber (the “Company”), issued a press release
titled “Quantum Cyber Aligns Strategy With Trump Administration’s National Cyber Security Framework, Targets Acquisitions
in Quantum and Cyber Defense Sectors.” 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
On
March 17, 2026, the Company received a pre-payment of the subscription amount of the second tranche of its previously announced
private placement (the “Private Placement”), pursuant to that certain Securities Purchase Agreement by and
between the Company and David E. Lazar, dated as of February 13, 2026. The closing of the second tranche of the Private Placement is
expected to occur to occur following receipt of required stockholder approvals and prior to April 2026, as well as the satisfaction
of customary closing conditions. Factors that could cause actual results to differ materially from those expressed or implied in
this Current Report on Form 8-K include, but are not limited to, statements regarding the timing and completion of the Private
Placement, receipt of required stockholder approvals, the intended use of proceeds from the Private Placement and the satisfaction
of closing conditions in connection with the Private Placement.
Item
9.01 Exhibits and Financial Statements.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated March 17, 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 17, 2026
Exhibit 99.1
Quantum
Cyber Aligns Strategy With Trump Administration's National Cyber Security Framework, Targets Acquisitions in Quantum and Cyber Defense
Sectors
Company
Evaluates Multiple Strategic Acquisition Opportunities in Quantum and Cyber Security; Shareholder David Lazar Pre-Funds Additional Tranche,
Bringing Total Investment to $6.0 Million
BERKELEY,
Calif., March 17, 2026 (GLOBE NEWSWIRE) — Mainz Biomed N.V. (NASDAQ: QUCY) doing business as Quantum Cyber (the “Company”
or “Quantum Cyber”), today announced a strategic update in response to the Trump Administration’s newly released National
Cybersecurity Strategy, outlining the Company’s positioning within the rapidly evolving quantum and cyber defense landscape. The
Company also disclosed the pre-funding of the second tranche pursuant to a previously announced private placement with lead shareholder
David Lazar.
Aligning
With the Trump Administration’s National Cybersecurity Strategy
On
March 10, 2026, the White House released a sweeping National Cybersecurity Strategy document under the direction of President Donald
Trump, articulating six foundational pillars intended to defend the safety, security, and prosperity of the American people in cyberspace.
The strategy represents one of the most comprehensive federal policy commitments to cyber defense in recent history and signals a significant
expansion of investment and regulatory focus in both cybersecurity and quantum computing.
Among
the key pillars of the Trump cybersecurity framework are: proactively detecting and defeating adversarial cyber actors before they breach
U.S. networks; streamlining cyber regulations to reduce compliance burdens and align the private sector with government objectives; accelerating
the adoption of post-quantum cryptography, zero-trust architecture, and secure cloud infrastructure across national security systems;
prioritizing U.S.-developed technologies over adversarial products; building a robust domestic cyber workforce; and promoting the security
of cryptocurrencies and blockchain technologies through the adoption of post-quantum cryptographic standards.
Quantum
Cyber views the White House’s strategy as a direct validation of the Company’s core business thesis. The convergence of quantum
computing and cybersecurity — two domains at the center of the Trump Administration’s framework — represents one of
the most significant growth opportunities in the technology sector over the coming decade. The Company believes its name, focus, and
developing capabilities place it at the intersection of both priority areas identified by the federal government.
Acquisition
Strategy: Pursuing Opportunities in Quantum and Cyber Defense
Building
on the momentum of the Trump Administration’s cybersecurity framework, Quantum Cyber’s management team is actively evaluating
a pipeline of strategic acquisition candidates operating in quantum computing, post-quantum cryptography, zero-trust network architecture,
and adjacent cybersecurity disciplines. The Company believes that a targeted acquisition strategy will accelerate its ability to build
an operationally active platform with measurable revenue potential in sectors directly aligned with U.S. national security priorities.
The
Company is currently conducting preliminary due diligence on several opportunities and is engaged in discussions with potential targets.
While no definitive agreements have been reached and there can be no assurance that any transaction will be consummated, management is
cautiously optimistic about the quality of the pipeline and the timeliness of the strategic window created by the current federal policy
environment. The Company intends to provide further updates as discussions progress.
“The
Trump Administration’s cybersecurity strategy is a landmark policy commitment that confirms what we have long believed: quantum
and cyber defense are the defining technology frontiers of our generation,” said management of Quantum Cyber. “We are actively
looking at several acquisition opportunities that we believe would position Quantum Cyber as a meaningful participant in the sectors
the White House has identified as critical national priorities. We look forward to sharing more details with our shareholders in due
course.”
David
Lazar Pre-Funds Additional Investment Tranche
The
Company is also pleased to announce that David Lazar, a significant shareholder and strategic supporter, has pre-funded the second tranche
in the amount of $3,000,000, pursuant to a previously announced private placement contemplated by that certain securities purchase agreement
between the Company and Mr. Lazar, dated February 13, 2026. As previously disclosed, the consummation of the second tranche transactions
and the issuance of the shares of series D preferred stock and series E preferred stock in connection therewith are subject to certain
customary closing conditions, as well as receipt of approval by the shareholders of the Company. As a result of this additional funding,
the Company has now received a total of $6,000,000 from Mr. Lazar under this commitment.
The
Company is grateful for Mr. Lazar’s continued confidence and support, which management believes reflects the strength of the Company’s
strategic direction and the significant opportunity presented by the quantum and cybersecurity sectors.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or other jurisdiction.
About
Quantum Cyber (NASDAQ: QUCY)
Mainz
Biomed N.V. (NASDAQ: QUCY) doing business as Quantum Cyber is a publicly traded company focused on building a diversified platform at
the intersection of quantum computing and cybersecurity. The Company is actively pursuing strategic acquisitions and partnerships in
post-quantum cryptography, zero-trust architecture, and related national security technology sectors.
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. Such forward-looking statements relate to future events or our future performance, including: the completion of the
private placement; the satisfaction of customary closing conditions related to the private placement, and receipt of the shareholder
approval in connection with the private placement. 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) inability to successfully
pursue our new initiatives; (iii) failure to receive shareholder approval and consummate the second tranche transactions, and (v) 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, its mid-year report on Form 6-K filed on September 26, 2025, and
its subsequent filings with the SEC. 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 the Company and speaks
only as of the date on which it is made. The Company 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
Relations Contact:
Arx
Investor Relations
North
American Equities Desk
qucy@arxhq.com
