QUCY 10-K & 10-Q changes, risk factors and insider trading

We may not successfully execute our strategic transition into AI-enabled autonomous systems, drone technologies, and quantum-related applications.

Our current business strategy involving AI-enabled autonomous systems, drone technologies, cybersecurity applications, quantum optimization technologies, and defense-related operational systems is relatively new and evolving. We have entered into license arrangements and acquisition transactions intended to support our new strategy, including arrangements relating to drone products, manufacturing capabilities, and quantum antenna systems. Our ability to execute this strategy will depend on our ability to develop, integrate, manufacture, commercialize, and sell products and services in markets in which we have limited operating history. We may encounter technological, operational, regulatory, competitive, manufacturing, financing, or integration challenges that delay or prevent commercialization, increase our costs, divert management attention, or prevent us from achieving expected revenue or strategic benefits. If we are unable to execute our strategic transition successfully, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Our business depends on rights obtained from third-party license arrangements, and those arrangements may not produce commercially viable products or may limit our flexibility.

We have entered into license arrangements with third parties, including BP United and Project LightShift, to support our development and commercialization plans. The value of these arrangements depends on, among other things, the validity, enforceability, scope, technical performance, development status, commercial readiness, and market acceptance of the licensed technology. Certain licensed technologies remain subject to development milestones, reporting obligations, field-of-use limitations, funding conditions, sublicensing restrictions, exclusivity conditions, termination provisions, and change-of-control or assignment restrictions. If the licensed technologies do not perform as expected, if required prototypes or development milestones are delayed or not achieved, if exclusivity is lost or narrowed, if we cannot obtain required consents for sublicensing or strategic transactions, or if disputes arise under the license arrangements, our ability to commercialize products, enter into strategic relationships, or complete future transactions could be impaired. Any such impairment could materially adversely affect our business, financial condition, results of operations, and prospects.

We may be unable to establish, scale, or integrate manufacturing capabilities needed to support our new business strategy.

Our amended arrangement with BP United contemplates that we will undertake manufacturing of licensed products ourselves, with BP United providing technical assistance and consulting services related to the manufacturing process. We also pursued the acquisition of manufacturing-related assets and a related property to support our drone products and manufacturing plans. Manufacturing operations can involve substantial risks, including delays in ramp-up, difficulty sourcing components or qualified personnel, quality control issues, equipment or facility limitations, integration challenges, supplier disruptions, cost overruns, and failure to satisfy customer or regulatory requirements. If we are unable to establish, scale, or integrate manufacturing capabilities on a timely and cost-effective basis, our commercialization plans could be delayed or impaired, and our business, financial condition, results of operations, and prospects could be materially adversely affected.

Our recent strategic transactions require significant cash expenditures and share issuances, and we may need additional capital to execute our business plan.

Our license, advisory, acquisition, manufacturing, and commercialization activities require significant cash expenditures, share issuances, and other consideration. We also expect that substantial additional capital may be required to fund research and development, technology acquisitions, commercialization efforts, manufacturing scale-up, hiring, regulatory compliance, and general corporate operations. Future equity issuances, including shares issued as transaction consideration, may dilute existing shareholders and create market overhang, while debt financing could impose restrictive covenants, repayment obligations, or other limitations on our business. If additional capital is not available on acceptable terms or at all, we may be required to delay, reduce, or abandon development, commercialization, manufacturing, acquisition, or strategic initiatives, which could materially adversely affect our business, financial condition, results of operations, and prospects.

Contractual restrictions, governance arrangements, and third-party consent rights may limit our strategic flexibility.

Our agreements may contain restrictions, consent rights, voting arrangements, or other provisions that affect our ability to operate, commercialize technology, sublicense rights, assign agreements, complete strategic transactions, or respond to changes in our business or market conditions. In addition, certain share issuances may be subject to voting arrangements that increase the voting support available to proposals recommended by our Board of Directors and reduce the relative influence of other shareholders over those proposals. If these restrictions, consent rights, or governance arrangements limit our flexibility, delay transactions, complicate financings or strategic alternatives, or affect the outcome of shareholder votes, our business, corporate governance, financial condition, results of operations, and prospects could be adversely affected.

We are a technology company focused on developing intelligent, scalable platforms that integrate artificial intelligence (“AI”) and quantum computing to power next-generation control systems for unmanned vehicles, aerial vehicles and underwater vehicles, such as drones, self-driving cars and robotic fleets.

Our platforms are designed to address the fundamental limitations of classical computing approaches to autonomous vehicle control, specifically the inability to solve high-dimensional, multi-objective optimization problems in real time. By pairing AI-driven adaptive perception and decision-making with quantum computing’s capacity to explore vast solution spaces simultaneously, we believe that our systems enable capabilities that are not achievable through conventional approaches alone. We anticipate investing in research and development to power ultimate commercialization of our drone technology.

Our core mission is to accelerate the convergence of AI and quantum technologies to deliver safer, more capable, and more efficient autonomous systems for defense, commercial logistics, disaster response, and critical infrastructure operations. We believe this convergence represents a significant technological frontier of the coming decade.

In February 2026, the Company’s Board of Directors made the decision to close our colorectal cancer line of business to focus on the pancreatic screening line of business.

On February 13, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mr. David Lazar that provides for the sale in a private placement of 1,000,000 each of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares in two closings, with the second closing completed on April 22, 2026.

Recent Developments

Name and Ticker Symbol Change

In April 2026, the Company changed its name, from Mainz Biomed N.V., to Quantum Cyber N.V. In conjunction with the name change, the Company changed its NASDAQ ticker symbol to “QUCY”.

Business Strategy Expansion

The Company intends to expand its focus to developing intelligent, scalable platforms that integrate artificial intelligence (“AI”) and quantum computing to power next-generation control systems for unmanned vehicles, aerial vehicles and underwater vehicles, such as drones, self-driving cars and robotic fleets. The Company’s aims to accelerate the convergence of AI and quantum technologies to deliver safer, more capable, and more efficient autonomous systems for defense, commercial logistics, disaster response, and critical infrastructure operations.

Comparison of the Three Months Ended June 30, 2026 and 2025

Revenue

The Company did not report any revenues for the three months ended June 30, 2026 and the three months ended June 30, 2025.

Research and development expenses for the three months ended June 30, 2026 were $4,553,021 compared to $101,278 for the three months ended June 30, 2025, an increase of $4,451,743. This increase was the result of $4,258,449 recorded as in-process R&D related to the acquisition of technology for quantum antenna from Project LightShift in June 2026.

Sales and marketing expenses for the three months ended June 30, 2026, were $1,458,470 compared to $857,847 for the three months ended June 30, 2025, an increase of $600,623. This increase was related to an increase in our marketing, advertising and brand awareness expenses in support of the launch of our quantum drones business.

General and administrative expenses for the three months ended June 30, 2026 were $3,877,442 compared to $670,950 for the three months ended June 30, 2025, an increase of $3,206,492. The increased expenses were primarily the result of stock based compensation of $1.5 million and compensation charges of $1.4 million, both related to the recruitment of the management team and staffing for our quantum drones business.

Other Expense

Other expense, net for the three months ended June 30, 2026 was $183,387 compared to $51,910 for the three months ended June 30, 2025, resulting in increased other expenses of $131,477. This increase was primarily the result of decreased interest expense offset by increased other expense for the three months ended June 30, 2026 compared to the same period in 2025.

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table provides certain selected financial information for the periods presented, from our continuing operations:

Revenue

The Company did not report any revenues for the six months ended June 30, 2026 and the six months ended June 30, 2025.

Research and Development Expenses

Research and development expenses for the six months ended June 30, 2026 were $4,579,321 compared to $190,026 for the six months ended June 30, 2025, an increase of $4,389,295. This increase was the result of $4,258,449 recorded as in-process R&D related to the acquisition of technology for quantum antenna from Project LightShift in June 2026.

Sales and Marketing Expenses

Sales and marketing expenses for the six months ended June 30, 2026, were $1,740,373 compared to $2,018,422 for the six months ended June 30, 2025, a decrease of $278,049. This decrease was related to a decrease in our marketing and advertising expenses in line with our decision to exit our colorectal cancer business.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2026 were $6,032,282 compared to $2,167,152 for the six months ended June 30, 2025, an increase of $3,865,130. The increased expenses were primarily the result of stock based compensation of $1.6 million and compensation charges of $2.0 million, both related to the recruitment of the management team and staffing for our Quantum Drones business.

Other Expense

Other expense, net for the six months ended June 30, 2026 was $205,939 compared to $73,842 for the six months ended June 30, 2025, resulting in increased other expenses (net) of $132,097. This increase was primarily the result of decreased interest expense offset by increased other expense for the six months ended June 30, 2026 compared to the same period in 2025.

Lazar Transactions

On February 13, 2026, we entered into a Purchase Agreement with David E. Lazar that provides for the sale in a private placement of:

● (a) 1,000,000 of our series A preferred shares, with a nominal value of €0.01 per share (the “Series A Preferred Shares”), convertible into an aggregate of up to 9 million of our ordinary shares, with a nominal value of €0.01 per share (the “Ordinary Shares”), (b) 1,000,000 of our series B preferred shares, with a nominal value of €0.01 per share (the “Series B Preferred Shares”), convertible into an aggregate of up to 9 million Ordinary Shares and (c) 1,000,000 of our series C preferred shares, with a nominal value of €0.01 per share (the “Series C Preferred Shares” and together with the Series A Preferred Shares and the Series B Preferred Shares, the “First Closing Shares”), convertible, subject to shareholder approval, into an aggregate of up to 9 million Ordinary Shares in exchange for $3 million; and

● (a) 1,000,000 of our series D preferred shares, with a nominal value of €0.01 per share (the “Series D Preferred Shares”), convertible into an aggregate of up to 225 million Ordinary Shares and (b) 1,000,000 of our series E preferred shares, with a nominal value of €0.01 per share (the “Series E Preferred Shares”, together with the Series D Preferred Shares, the “Second Closing Shares”), convertible, subject to shareholder approval, into an aggregate of up to 225 million Ordinary Shares in exchange for an additional $3 million (collectively, the “Investment”).

Simultaneous to entering into the Purchase Agreement on February 13, 2026, Mr. Lazar purchased the First Closing Shares at a price of $1.00 per share for aggregate gross proceeds of $3 million (the “First Closing”). The Purchase Agreement provided that Mr. Lazar will purchase and acquire the Second Closing Shares at a price of $1.50 per share for aggregate gross proceeds of $3 million (the “Second Closing”), subject to the satisfaction of certain conditions to closing as provided in the Purchase Agreement. In March 2026, Mr. Lazar prepaid the $3 million for the Second Closing, with the Second Closing consummating on April 22, 2026, following the receipt of requisite shareholder approval. Pursuant to the Purchase Agreement, the net proceeds of the Investment will be used for our operations, including for general corporate and working capital purposes, for expenses related to the Investment and to satisfy certain agreed upon obligations.