Mainz Biomed N.V. SEC filings document the issuer's molecular diagnostics business, governance actions, capital structure, and corporate transition reflected in later filings under Quantum Cyber N.V. and Nasdaq ticker QUCY. The record includes 8-K material-event reports, proxy materials for shareholder voting, and disclosures covering ordinary shares listed on the Nasdaq Capital Market.
The filings address material agreements, equity distribution arrangements, board appointments, name and ticker changes, Nasdaq listing-compliance matters, and capital-structure updates. They also include company disclosures tied to clinical or regulatory matters, operating and financial results, and risk and governance topics relevant to an emerging growth company.
Mainz Biomed N.V. reported a net loss of $16.2 million for 2025 and disclosed substantial doubt about its ability to continue as a going concern. Revenue fell to $0.5 million, mainly from ColoAlert sales in Europe, while operating losses were driven by R&D, SG&A, and a $2.64 million impairment on colorectal cancer IP.
The company is exiting its colorectal cancer business, selling ColoAlert IP and focusing on a lower-cost pancreatic cancer screening program. It ended 2025 with $0.9 million in cash and a working capital deficit of about $1.9 million, and it later raised $6 million via preferred stock and a strategic investment from David Lazar that could control over 90% of fully diluted shares after shareholder approval.
Mainz also plans a strategic expansion into post-quantum cybersecurity under the Quantum Cyber brand and faces Nasdaq minimum bid price deficiency, with until September 16, 2026 to regain compliance. The audit opinion highlights going-concern risk, and the company expects to rely on additional equity and debt financing to fund operations.
Mainz Biomed N.V. has called an extraordinary shareholders’ meeting on April 22, 2026 to vote on a transformative financing and capital structure package, board changes and governance items. Shareholders are being asked to ratify Reliant CPA as auditor and approve issuances of ordinary shares underlying five series of preferred shares issued or to be issued to investor David E. Lazar to comply with Nasdaq Listing Rules 5635(b) and 5635(d). The preferred shares, once fully convertible, would represent in excess of 95% of issued and outstanding ordinary shares on a fully diluted basis after a planned second $3 million closing.
Further proposals would authorize specific conversion ratios for all five preferred series, increase authorized capital to up to 900,000,000 ordinary shares and 100,000,000 preferred shares on a post–reverse split basis, change the company’s name to Quantum Cyber N.V., and approve a reverse share split in a range of 1‑for‑2 to 1‑for‑100 to help regain Nasdaq’s $1.00 minimum bid price after a deficiency notice. Shareholders will also vote on appointing four directors (including Lazar as CEO), expanding the 2025 Omnibus Incentive Plan to 10,000,000 ordinary shares, updating the remuneration policy and formally approving board resolutions related to the Lazar purchase agreement. The company warns that failure to obtain approvals could block the final closing, leave restrictive covenants in place, constrain new financing and potentially force a sale of assets or receivership.
Mainz Biomed N.V. reported that Nasdaq has notified the company its ordinary shares no longer meet the minimum $1.00 bid price requirement, after trading below that level for 30 consecutive business days from February 5 to March 19, 2026. The company has 180 calendar days, until September 16, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days. If it does not regain compliance by then, it may qualify for an additional 180‑day period if it meets other initial listing standards and formally indicates an intention to cure, potentially via a reverse stock split. The notice has no immediate effect on the current Nasdaq listing, but failure to cure the deficiency could ultimately lead to delisting, which the company would have the right to appeal.
Mainz Biomed N.V., doing business as Quantum Cyber, reported a strategic update and fresh funding support. Shareholder David Lazar has pre-funded the second tranche of a previously announced private placement with $3,000,000, bringing his total investment under this commitment to $6,000,000, subject to customary closing conditions and shareholder approval for issuing series D and series E preferred stock.
The company is aligning its strategy with the Trump Administration’s new National Cybersecurity Strategy and is evaluating acquisition targets in quantum computing, post-quantum cryptography, zero-trust architecture, and related cyber defense areas. Management emphasizes that no definitive deals have been signed yet, and future transactions and the private placement remain dependent on required approvals and conditions.
Mainz Biomed N.V. is soliciting proxies for an extraordinary Shareholders' Meeting to vote on a package of corporate actions required to effect a private placement and related governance changes. The Board asks shareholders to approve, among other items, (i) ratification of Reliant CPA PC as auditor, (ii) Nasdaq compliance approval for issuances underlying newly issued Preferred Shares, (iii) amendments to permit large preferred-to-ordinary conversions and to increase authorized share capital, (iv) a reverse share split (1:2 to 1:100) and (v) appointment of four director nominees.
The proxy materials disclose a Purchase Agreement with David E. Lazar under which initial preferred shares were sold at $1.00 per share for aggregate gross proceeds of $3,000,000 and a contingent second closing at $1.50 per share for aggregate gross proceeds of $3,000,000. The Preferred Shares, if fully convertible, are described as representing in excess of 95% of issued and outstanding Ordinary Shares on a fully diluted basis as of the Final Closing; certain approvals are stated as conditions precedent to the Final Closing.
Mainz Biomed N.V. has appointed Robert P. Liscouski as Chairman of its board of directors, with his term running until an extraordinary general meeting planned for April 2026. The company states there are no related-party arrangements or reportable transactions tied to his appointment.
The company also plans to change its name to Quantum Cyber and its Nasdaq ticker from “MYNZ” to “QUCY,” with trading under the new symbol beginning on March 12, 2026. The symbol change does not affect shareholder rights, and the CUSIP will remain the same. The company reiterates its focus on developing a pancreatic cancer screening business in the U.S. while evaluating a sale of its colorectal cancer screening assets and winding down its German subsidiary.
Mainz Biomed director David E. Lazar reported a major preferred share investment. On February 13, 2026, he entered a securities purchase agreement to acquire 1,000,000 Series A, 1,000,000 Series B, and 1,000,000 Series C Preferred Shares at $1.00 per share, for a total of $3,000,000.
The footnotes state he will also acquire, at a later closing following stockholder approval, 1,000,000 Series D and 1,000,000 Series E Preferred Shares at $1.50 per share for an additional $3,000,000. The preferred shares are not convertible into ordinary shares until stockholders approve an increase in authorized ordinary shares to at least 900,000,000, a reverse stock split, Nasdaq compliance for conversion, and the election of Lazar and his designees to the board.
After this stockholder approval, each First Closing Share will be convertible into 9 ordinary shares and each Second Closing Share into 225 ordinary shares at Lazar’s option for no additional consideration. The filing notes that no ordinary shares are currently beneficially owned and that each class of preferred stock is perpetual with no expiration date.
MAINZ BIOMED N.V. director David E. Lazar filed an initial ownership report on Form 3. The filing shows he currently holds no beneficial ownership of the company’s ordinary shares, as explicitly stated in the accompanying footnote.
Caragol William J reported acquisition or exercise transactions in this Form 4 filing.
MAINZ BIOMED N.V. Chief Financial Officer William J. Caragol received a grant of 290,000 Ordinary Shares on February 13, 2026 as an equity award. The shares were granted at a price of $0.00 per share under the Mainz Biomed N.V. 2025 Omnibus Incentive Plan, with no cash consideration paid.
Following this award, Caragol directly owns a total of 367,899 Ordinary Shares. A separate footnote notes that 77,899 employee stock options were previously granted and reported on a Form 3 filed January 26, 2026.
Dreismann Heinrich reported acquisition or exercise transactions in this Form 4 filing.
Mainz Biomed N.V. director Heinrich Dreismann was granted 45,000 Ordinary Shares on February 13, 2026. The shares were issued as a grant under the Mainz Biomed N.V. 2025 Omnibus Incentive Plan, and the footnotes state that no cash consideration was paid for this award.
Following this equity grant, Dreismann directly owns 64,700 Ordinary Shares. A separate footnote notes that 19,700 employee stock options were previously granted and reported on a Form 3 filed on January 26, 2026.