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.
Tibbitts Gregory J reported acquisition or exercise transactions in this Form 4 filing.
Mainz Biomed N.V. director Gregory J. Tibbitts reported an equity award of 45,000 Ordinary Shares on February 13, 2026. The shares were granted as restricted stock under the Mainz Biomed N.V. 2025 Omnibus Incentive Plan, with no cash consideration paid for the award.
Following this grant, Tibbitts beneficially owned a total of 55,875 Ordinary Shares. In a related footnote, the company notes that 10,875 employee stock options had previously been granted and were reported earlier on a Form 3 filed on January 26, 2026.
MAINZ BIOMED N.V. reported that Chief Executive Officer Guido Baechler acquired 440,000 Ordinary Shares on February 13, 2026 through a grant of restricted shares under the Mainz Biomed N.V. 2025 Omnibus Incentive Plan, with no cash consideration paid. Following this equity award, his directly held Ordinary Shares increased to 605,058. A footnote adds that 6,362 Ordinary Shares and 158,696 employee stock options had been granted earlier and were previously reported on a prior Form 3.
Mainz Biomed N.V. director Hans Hekland reported his existing equity interests with no buy or sell transactions. He directly holds 45,000 Ordinary Shares and several Employee Stock Options (Right to Buy), including positions with 10,000, 625, 250 and 125 underlying shares following the reported holdings.
One option grant vested 50% on 03/04/2025, with the remaining 25% tranches scheduled to vest on 03/24/2026 and 03/04/2027, while another option position is fully vested.
MAINZ BIOMED N.V. Schedule 13G/A amendment shows Armistice Capital, LLC and Steven Boyd reporting beneficial ownership of 435,128 ordinary shares, equal to 4.99% of the class. The filing is a joint statement amendment dated February 17, 2026.
The filing states Armistice Capital is investment manager to Armistice Capital Master Fund Ltd., the direct holder of the shares, and that the Master Fund has the right to receive proceeds or dividends; the Master Fund disclaims beneficial ownership arising solely from the investment management agreement.
Mainz Biomed N.V. entered into a private placement with investor David Lazar for 6.0 USD million of convertible non-redeemable preferred stock, funded in two tranches of 3.0 USD million each. The first 3.0 USD million closed at 1.00 USD per preferred share; the second 3.0 USD million is expected after stockholder approvals at 1.50 USD per preferred share.
The preferred shares are highly dilutive: upon full conversion after required approvals, the First Closing Shares would represent about 55.4% and the Second Closing Shares about 90.2% of issued and outstanding ordinary shares on a fully diluted basis, or roughly 95.6% combined. Until conversion approval, a 19.99% beneficial ownership cap applies.
Net proceeds are earmarked for operations, working capital, and addressing liabilities. The company plans to focus on its U.S. pancreatic cancer detection program, explore sales of colorectal cancer screening assets, and wind down its German subsidiary. David Lazar was appointed Chair of the Board, and settlement agreements with certain officers and directors contemplate about 1.9 USD million of aggregate payments upon the final closing.
Mainz Biomed N.V. disclosed that it has completed share sales under a prospectus supplement tied to its equity distribution agreement with Maxim Group LLC. From January 5, 2026 through January 23, 2026, the company sold 1,735,194 ordinary shares on Nasdaq, generating aggregate gross proceeds of $2,152,822.40 before commissions and expenses.
The prospectus supplement allowed sales of ordinary shares up to an aggregate maximum offering price of $2,152,823, which has now been fully utilized. The broader equity distribution agreement, which permits offerings of up to $10,000,000 of ordinary shares, remains available for future sales, subject to market conditions and other factors.
Mainz Biomed N.V. Chief Financial Officer William J. Caragol filed an initial ownership report as of 01/01/2026. He reports beneficial ownership of 0 Ordinary Shares directly.
The filing lists several employee stock options to buy Ordinary Shares held directly. These include an option for 70,000 shares at an exercise price of $4.95, with 50% vested on 03/04/2025 and the remainder vesting 25% on 03/24/2026 and 25% on 03/04/2027. Additional options cover 3,899 shares at $200 (fully vested), 2,000 shares at $497.6, 1,000 shares at $302.8, and 1,000 shares at $191.2, each with four-year vesting schedules as described in the footnotes.
Mainz Biomed N.V. director Heiner Dreismann has filed an initial ownership report showing his current equity position in the company. The filing states that he directly holds employee stock options for 17,500 ordinary shares at an exercise price of $4.95, granted with 50% vesting upon grant on 03/04/2025 and the remaining 50% vesting in two 25% installments on 03/24/2026 and 03/04/2027. He also directly holds fully vested options for 250 ordinary shares at $302.8 and 1,950 ordinary shares at $200. The report shows 0 ordinary shares held directly, so his current economic exposure is through these option awards rather than owned shares.
Mainz Biomed N.V. director Gregory J. Tibbitts filed an initial Form 3 showing his beneficial holdings in the company’s securities as of 01/01/2026. He reports holding no ordinary shares directly, but does hold employee stock options over ordinary shares. One option grant covers 10,000 ordinary shares at an exercise price of $4.95, with 50% vested on 03/04/2025 and the remaining 25% tranches vesting on 03/24/2026 and 03/04/2027. He also holds fully vested options for 625 ordinary shares at $356.4 and 250 ordinary shares at $302.8, all owned directly.
Mainz Biomed N.V. filed an initial Form 3 showing Chief Executive Officer and director Guido Baechler’s beneficial ownership in the company’s securities as of 01/01/2026. He directly holds 6,362 ordinary shares.
Baechler also holds several employee stock options. One grant covers 145,000 ordinary shares at an exercise price of $4.95, with 50% vested on 03/04/2025 and the remaining 25% portions scheduled to vest on 03/24/2026 and 03/04/2027. A second grant for 11,696 ordinary shares at $200 per share is fully vested. A third grant for 2,000 ordinary shares at $302.8 per share vests over four years, with 25% vesting on 12/21/2023 and the remainder vesting monthly through 12/21/2026.