mynz-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41010

Quantum Cyber N.V.

(Exact Name of Registrant as Specified in Its Charter)

The Netherlands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Connecticut Ave. Suite 400, Norwalk, CT 06854

(Address of principal executive offices)

+1 (203) 851-1599

(Issuer’s telephone number)

(Former name or former address, if changed since last report.)

1501 Belvedere Road, Suite 500, West Palm Beach, Fl. 33406

Securities registered pursuant to Section 12(b) of the Act: None.

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 13, 2026, 84,068,192 ordinary shares, nominal value €0.01 per share, were issued and outstanding.

QUANTUM CYBER N.V.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	33
Item 4.	Controls and Procedures	33
Part II. Other Information		34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	37
Signatures		38

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Quantum Cyber N.V.

(formerly Mainz Biomed N.V.)

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	2026			2025
ASSETS
Current Assets
Cash	$	13,376,044		$	701,602
Prepaid expenses and other current assets		2,777,995			466,743
Assets of discontinued operations, held for sale		538,820			3,045,627
Total current assets		16,692,859			4,213,972

Property and equipment, net		136,799			-
Intangible assets		6,538,237			1,113,424
Total assets	$	23,367,895		$	5,327,396

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	900,904		$	172,109
Accounts payable and accrued liabilities - related party		-			13,956
Loan payable		168,670			183,706
Intellectual property acquisition liability		1,750,000			487,785
Liabilities of discontinued operations, held for sale		184,982			3,828,240
Total current liabilities		3,004,556			4,685,796

Total liabilities		3,004,556			4,685,796
Commitments and contingencies (Note 10)
Shareholders’ equity
Preferred share (convertible), a par value of € 0.01, 100,000,000 shares authorized,
Series A Preferred shares, a par value of € 0.01, 20,000,000 shares designated 1,000,000 and 0 shares issued and outstanding, respectively		11,868			-
Series B Preferred shares, a par value of € 0.01, 20,000,000 shares designated 1,000,000 and 0 shares issued and outstanding, respectively		11,868			-
Series C Preferred shares, a par value of € 0.01, 20,000,000 shares designated 1,000,000 and 0 shares issued and outstanding, respectively		11,868			-
Series D Preferred share, a par value of € 0.01, 20,000,000 shares designated 1,000,000 and 0 shares issued and outstanding		11,744			-
Series E Preferred shares, a par value of € 0.01, 20,000,000 shares designated 1,000,000 and 0 shares issued and outstanding		11,744			-
Ordinary shares, a par value of € 0.01, 900,000,000 shares authorized, 24,929,290 and 9,780,142 shares issued and outstanding, respectively		286,063			107,820
Additional paid-in capital		141,019,021			106,053,809
Accumulated deficit		(121,000,837	)		(104,902,375	)
Accumulated other comprehensive loss		-			(617,654	)
Total shareholders’ equity		20,363,339			641,600

Total liabilities and shareholders’ equity	$	23,367,895		$	5,327,396

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Quantum Cyber N.V.

(formerly Mainz Biomed N.V.)

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2026			2025			2026			2025

Revenue	$	-		$	-		$	-		$	-

Operating expenses:
Sales and marketing		1,458,470			857,847			1,740,373			2,018,422
Research and development		294,572			101,278			320,872			190,026
In-process research and development		4,258,449			-			4,258,449			-
General and administrative		3,877,442			670,950			6,032,282			2,167,152
Total operating expenses		9,888,933			1,630,075			12,351,976			4,375,600

Loss from operations		(9,888,933	)		(1,630,075	)		(12,351,976	)		(4,375,600	)

Other income (expense)
Other income		19,905			5,862			34,445			19,877
Change in fair value of convertible debt		-			21,000			-			21,000
Interest expense		(7,208	)		(60,403	)		(22,383	)		(90,937	)
Other expense		(196,084	)		(18,369	)		(218,001	)		(23,782	)
Total other expense		(183,387	)		(51,910	)		(205,939	)		(73,842	)

Loss before income tax		(10,072,320	)		(1,681,985	)		(12,557,915	)		(4,449,442	)
Income tax provision		-			-			-			-
Loss from continuing operations		(10,072,320	)		(1,681,985	)		(12,557,915	)		(4,449,442	)

Loss from discontinued operations		(944,160	)		(1,797,848	)		(3,540,547	)		(4,033,282	)

Net loss	$	(11,016,480	)	$	(3,479,833	)	$	(16,098,462	)	$	(8,482,724	)

Comprehensive loss
Net loss	$	(11,016,480	)	$	(3,479,833	)	$	(16,098,462	)	$	(8,482,724	)
Foreign currency translation adjustment		(30,683	)		(140,126	)		(65,779	)		23,723
Reclassification of translation adjustment related to liquidation of foreign subsidiary		683,433			-			683,433			-
Total comprehensive loss	$	(10,363,730	)	$	(3,619,959	)	$	(15,480,808	)	$	(8,459,001	)

Basic and diluted loss per ordinary share
Net loss	$	(0.62	)	$	(0.80	)	$	(1.08	)	$	(2.17	)
Loss from continuing operations	$	(0.56	)	$	(0.39	)	$	(0.85	)	$	(1.14	)
Loss from discontinued operations	$	(0.06	)	$	(0.41	)	$	(0.23	)	$	(1.03	)

Weighted average number of ordinary shares outstanding		17,851,499			4,369,699			14,842,125			3,902,910

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Quantum Cyber N.V.

(formerly Mainz Biomed N.V.)

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

	Preferred shares				Ordinary shares				Additional					Accumulated Other			Total
	Number of				Number of				paid-in		Accumulated			comprehensive			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			loss			Equity
Balance, December 31, 2025		-	$	-		9,780,142	$	107,820	$	106,053,809	$	(104,902,375	)	$	(617,654	)	$	641,600

Sale of preferred shares		3,000,000		35,604		-		-		2,964,396		-			-			3,000,000
Sale of ordinary shares		-		-		1,735,194		20,314		2,067,925		-			-			2,088,239
Share-based expense		-		-		1,000,000		11,868		788,132		-			-			800,000
Stock option expense		-		-		-		-		176,531		-			-			176,531
Preferred shares payable		-		-		-		-		3,000,000		-			-			3,000,000
Net loss		-		-		-		-		-		(5,081,982	)		-			(5,081,982	)
Foreign currency translation		-		-		-		-		-		-			(35,096	)		(35,096	)
Balance, March 31, 2026		3,000,000	$	35,604		12,515,336	$	140,002	$	115,050,793	$	(109,984,357	)	$	(652,750	)	$	4,589,292
Preferred shares issued		2,000,000		23,488		-