UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, 2025

☐ 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

Mainz Biomed N.V.

(Exact name of registrant specified in its charter)

The Netherlands		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Robert Koch Strasse 50, 55129 Mainz, Germany
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 0049 6131 5542860

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Title of Each Class		Trading Symbol(s)		Name of Exchange on which Registered
Ordinary Shares		QUCY		Nasdaq Capital Markets

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 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 definition 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

The aggregate market value of the voting securities held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2025, was approximately $5.7 million based upon the closing sale price of $1.41 on June 30, 2025.

As of March 30, 2026, there were 12,515,336 of the registrant’s Ordinary Shares, nominal value €0.01, outstanding.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	9
ITEM 1C.	CYBERSECURITY	10
ITEM 2.	PROPERTIES	10
ITEM 3.	LEGAL PROCEEDINGS	10
ITEM 4.	MINE SAFETY DISCLOSURES	10
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	11
ITEM 6.	[RESERVED]	12
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	18
ITEM 9A.	CONTROLS AND PROCEDURES	18
ITEM 9B.	OTHER INFORMATION	19
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	19
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	20
ITEM 11.	EXECUTIVE COMPENSATION	26
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	28
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	29
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	29
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	30
ITEM 16.	FORM 10-K SUMMARY	30
SIGNATURES		31

On December 3, 2024, Mainz Biomed N.V. implemented a 1-for-40 reverse stock split of its issued and outstanding shares. All share and per share information in these financial statements retroactively reflect this reverse stock split.

Forward-Looking Statements

Statements contained in this annual report and any documents incorporated by reference herein that are not strictly historical may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements, many of which are outside of the control of the Company, and you should not place undue reliance on any such forward-looking statements. 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. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties.

The forward-looking statements made herein speak only as of the date hereof and the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.

PART I

ITEM 1. BUSINESS

General

Historically, we have developed and sold in-vitro diagnostic (“IVD”) tests for the early detection of cancer. In March 2025, we acquired a license from Liquid Bioscience, Inc. to access a portfolio of novel mRNA biomarkers and AI developed proprietary algorithm, for the non-invasive detection of pancreatic cancer with a blood test. We have an exclusive license to develop such a test using these biomarkers and algorithm with the unilateral option to acquire them. We are also developing a product candidate called PancAlert, a stool-based screening test aimed at detecting pancreatic cancer. We have received non-refundable government grant income to cover a percentage of the PancAlert project-related costs.

In our 2025 fiscal year, we also (i) marketed and sold our flagship ColoAlert product in European markets and (ii) continued to develop a next generation colorectal cancer screening product. In February 2026, our board of directors decided to wind down our ColoAlert product and the development of our next generation colorectal cancer screening product candidates, and to terminate the employment of those persons who were primarily dedicated to those ends. On March 28, 2026, we sold the intellectual property behind ColoAlert, and we are actively marketing for sale the intellectual property behind our next generation colorectal cancer screening product candidates.

In February 2026, we appointed David Lazar to our board of directors, and in March 2026, we announced the appointment of Robert Liscouski as our non-executive Chairman, with David Lazar assuming the position of director and co-CEO. These changes were made to align our strategy to expand our business focus in the area of post-quantum cybersecurity, while continuing to pursue the commercialization of our blood-based pancreatic cancer detection product candidate. We announced our intention to change our name, subject to shareholder approval, to Quantum Cyber N.V., while using the name Quantum Cyber as a d/b/a until that time. In conjunction with the name change, we changed our Nasdaq ticker symbol to “QUCY”.

We are headquartered in Mainz, Germany where we had approximately 10 full-time and 3 part-time employees as of March 30, 2026.

Organizational History

We are a public company under Dutch law. We were incorporated on March 8, 2021 as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law. We were formed to acquire PharmGenomics GmbH (“PharmGenomics”), a German company with limited liability, and we acquired PharmGenomics on September 20, 2021. On November 9, 2021, we converted into a Dutch public company with limited liability (naamloze vennootschap). The address for our principal place of business is Robert Koch Strasse 50, 55129 Mainz, Germany, and the telephone number is +49 6131 5542860.

We have registered our ordinary shares under the Exchange Act, and we intend to make our current and periodic reports and other information (including interactive data files) filed with or furnished to the SEC, pursuant to Section 13(a) or 15(d) of the Exchange Act, available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with, or furnished to, the SEC. The SEC maintains a website at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC, and all of our reports and other information filed or submitted publicly with the SEC may also be found there.

Information on our website or any other website is not incorporated by reference into this annual report and does not constitute a part of this annual report. We have included our website address as an inactive textual reference only.

Products and Product Candidates

Our mission is to enhance disease diagnosis by applying cutting-edge genetic diagnostic technologies, enabling earlier and more accurate detection for timely and improved treatment. We aim to use proprietary, known and existing biomarkers in applicable and reliable diagnostic tools.

We are developing a product candidate for pancreatic cancer detection. Until recently, we were developing our ColoAlert colorectal cancer (“CRC”) screening test and an advanced mRNA-based CRC screening test. Our approach integrates proprietary, validated biomarkers with reliable diagnostic tools to optimize accuracy and applicability. We strive to make the diagnosis of various diseases more effective by using the latest genetic diagnostic technologies. Enabling earlier detection of these diseases allows for earlier and better therapy for affected individuals.

Pancreatic Cancer Screening Tests

In March 2025, the Company entered into an Agreement with Liquid Biosciences. Under the terms of the Agreement, the Company has the rights to develop a test using Liquid’s identified mRNA biomarkers and proprietary AI developed algorithm. The Company has an exclusive license with the unilateral option to acquire the exclusive global rights to the gene expression biomarkers and algorithm which have demonstrated a high degree of effectiveness in detecting pancreatic cancer. The financial terms of the Agreement include both an upfront license fee of $1.2 million and a royalty on future revenues in the event of the exercise of the option. The Company is paying the license fee in installments through May 1, 2026.

The discovery process included multiple independent pancreatic cancer study cohorts. Liquid used their proprietary EMERGE platform to identify a panel of clinically relevant mRNA biomarkers from a blood-based cohort of 285 subjects with 35 pancreatic cancer patients. Liquid further confirmed the biomarkers with two additional, independent cohorts, confirming the strong clinical contribution of each biomarker shown in the initial discovery phase. In the analysis, the biomarkers coupled with the proprietary algorithm developed by Liquid, achieved overall sensitivity of 95% and a 98% specificity for the detection of pancreatic cancer. If the statistical results are replicable after the integration into a new product, it has the potential to ultimately position the Company’s test to be the most robust and accurate screening test for pancreatic cancer on the market.

We are also in the early stages of developing PancAlert, a stool-based screening test aimed at detecting pancreatic cancer.

According to the Global Cancer Observatory, over 460,000 cases of pancreatic cancer were diagnosed worldwide in 2018. Due to its asymptomatic early stages, this disease is often detected too late, making pancreatic cancer one of the most lethal malignancies, with over 430,000 annual deaths reported by the Global Cancer Observatory. In the United States, the SEER program estimated 62,210 new cases and 49,830 deaths from pancreatic cancer in the same year. Between 2012 and 2018, SEER reported that the 5-year survival rate was approximately 44% for localized cases, 15% for regional cases, and only 3% for distant-stage disease. Studies have indicated that asymptomatic patients diagnosed incidentally during other medical examinations have significantly better prognoses than those presenting with characteristic symptoms, such as rapid weight loss or back pain.

The average age of onset for pancreatic cancer is 71 years for men and 75 years for women, with age being a significant risk factor similar to other cancers. Most patients are over 50, with the majority of diagnoses occurring between the ages of 60 and 80. Despite being the seventh most common cancer, pancreatic cancer ranks as the third leading cause of cancer-related death in the European Union, underscoring the dire prognosis for patients. Although survival rates for pancreatic cancer have improved in recent decades, there remains an urgent need for enhanced early diagnostic methods.

A definitive diagnosis of pancreatic cancer is currently made through a series of investigations, including imaging scans, blood tests, and biopsies, which are typically conducted only in symptomatic patients. However, recent research indicates that the disease can persist for an extended period without presenting symptoms, highlighting a crucial opportunity for early detection. Since pancreatic cancer initiates at the molecular level, genetic diagnostic methods show promise for early identification. Biomarkers associated with pancreatic cancer can be found in the stool, primarily via pancreatic juice, facilitating user-friendly sample collection.

Our development strategy involves selecting and validating a specific panel of biomarkers, establishing an appropriate method for sample preparation, and validating the detection and measurement technology using purchased or clinically defined samples (biopsies, pancreatic juice, stool, and others). The next steps include transitioning to routine diagnostics using stool samples, optimizing the process, and conducting clinical evaluations to assess its potential as a screening tool for the early detection of pancreatic cancer.

Our goal is to establish the world’s first pancreatic cancer screening test utilizing Real-Time PCR-based multiplex detection of molecular-genetic biomarkers in either blood or stool samples.

ColoAlert and Our Next Generation Colorectal Cancer Screening Test

Until March 2026, we offered ColoAlert, a CE-IVD certified diagnostic test for CRC to laboratories across Europe. The CE-IVD marking indicates that our diagnostic test complies with the European In-Vitro Diagnostic Devices Directive (IVDD 98/79/EC). Its simple, at-home collection process made it easier for individuals to participate in CRC screening, promoting early detection and increasing the likelihood of effective treatment.

In the intestines, epithelial cells are continuously shed into the stool. This includes not only healthy cells but also cells from polyps and colon cancer. Using advanced genetic diagnostic techniques like PCR analysis—which amplifies DNA from a small sample into millions of copies—these shed cells can be isolated and examined for genetic mutations, enhancing the early detection of CRC.

ColoAlert is a multitarget test that analyzes stool samples for both genetic abnormalities and hidden (occult) blood by combining a fecal immunochemical test (“FIT”) for detection of human hemoglobin with the PCR results of specific tumor DNA markers. The genetic analysis includes quantifying human DNA and detecting specific somatic point mutations in the KRAS (codon 12/13) and BRAF (codon 600) genes. An independent clinical study led by Professor Matthias Dollinger and conducted with 566 patients at the University Hospitals of Leipzig and Halle-Wittenberg, Germany, demonstrated ColoAlert’s high sensitivity (85%) and specificity (92%), with a patient satisfaction rate of 98%. The selected genetic markers enhance the diagnostic precision of the occult blood test, increasing the clinical value of the test. Since this study, we have upgraded the occult blood test component of ColoAlert to a fully automated version, further improving the test’s overall sensitivity.

Until February 2023, we licensed the ColoAlert test from the Norwegian research and development firm ColoAlert AS. In February 2023, we acquired the test and its related intellectual property from ColoAlert AS under an agreement that includes: (i) a $2 million cash payment, to be made over the next four years, (ii) the issuance of 300,000 ordinary restricted shares, and (iii) a revenue share capped at $1 per test sold over a 10-year period.

In the European Union, the ColoAlert PCR kit (“ColoAlert Lab Kit Core II”) is CE-IVD certified under the current In-Vitro Diagnostics Directive 98/79/EC (IVD-D). As of May 26, 2022, IVD products in the EU are regulated by the In-Vitro Diagnostics Regulation, EU 2017/746 (IVD-R), which supersedes the IVD-D. The ColoAlert sample collection kit has already been successfully registered under the IVD-R, and we are currently assessing the requirements to certify our ColoAlert PCR kit under these new regulations. ColoAlert is validated for use on the Roche LightCycler 480 II, and Mainz BioMed plans to validate it for additional real-time PCR instruments used in laboratories worldwide, which may accelerate market adoption. The ColoAlert PCR kits are manufactured at our facility in Mainz, Germany.

In January 2022, we entered into a Technology Rights Agreement concerning a portfolio of novel mRNA biomarkers developed at the Université de Sherbrooke (“UdeS Biomarkers”). mRNA testing can detect molecular changes in cells even before visible abnormalities or symptoms manifest. mRNA biomarkers often reflect the dynamic changes in gene expression that occur during the progression of adenomas to advanced stages. As adenomas evolve, certain genes may be upregulated or downregulated, and RNA biomarkers can capture these changes, providing insights into the stage of adenoma development. mRNA biomarkers are highly specific to particular stages or types of adenomas. By targeting RNA molecules associated with the advanced stage of adenomas, we believe that these biomarkers can distinguish between advanced adenomas and less advanced forms or benign conditions. Through our agreement with the Université de Sherbrooke, we obtained an exclusive, unilateral option to acquire a license for the UdeS Biomarkers. We exercised this option on February 15, 2023, by entering into an Assignment Agreement to acquire the intellectual property rights for these biomarkers.

Historical and Proposed Clinical Trials

The UdeS Biomarkers consist of five gene expression markers shown to be highly effective in detecting colorectal cancer (CRC) lesions, including advanced precancerous lesions, AAs, a type of precancerous polyp often associated with CRC. In a UdeS-sponsored study evaluating these biomarkers, results demonstrated sensitivities of 75% for detecting AA and 95% for CRC, with a specificity of 96%.

Clinical validation and trials – Statistics and Proposed Timeline

In relation to the UdeS Biomarkers, we initiated two feasibility studies to assess our next-generation mRNA CRC screening test, combining UdeS Biomarkers with FIT tests. The first study, ColoFuture, is an international, multicenter clinical study across Europe designed to validate the effectiveness of the UdeS biomarkers, specifically their capability to identify advanced precancerous lesions or AA while enhancing sensitivity and specificity for CRC detection. ColoFuture includes 662 participants, covering individuals with average CRC risk and those at increased risk or known to have CRC or AA. Enrollment in ColoFuture concluded in late 2023.

Additionally, we conducted a U.S.-based multicenter study called “eAArly DETECT,” which evaluates feasibility and stability in 254 participants, including those with average CRC risk and individuals at elevated risk or known to have CRC or AA. eAArly DETECT was completed by the end of 2023. These studies aim to identify the optimal combination of biomarkers, potentially including mRNA and housekeeping biomarkers alongside a FIT test, for our next-generation product. This product will undergo further testing in the eAArly DETECT 2 study and in the evaluation in our pivotal FDA PMA study, labeled “reconAAsense.” Both ColoFuture and eAArly DETECT studies utilized an advanced machine learning and AI-driven algorithm, developed in partnership with Liquid Biosciences, based in California.

In October 2023, we announced the results of the ColoFuture study, which demonstrated a sensitivity of 94% for colorectal cancer (CRC) and 97% specificity, along with an 80% sensitivity for Aas and 95% specificity. In December 2023, we released topline results from our eAArly DETECT clinical study in the U.S., which reported a sensitivity of 97% for CRC, 97% specificity, and an 82% sensitivity for advanced adenomas and 97% specificity. These topline results reaffirm the positive findings from ColoFuture, our European counterpart, which were reported in October 2023.

The eAArly DETECT study enrolled 254 evaluable subjects across 21 sites in the United States, featuring a design similar to that of ColoFuture. Patients aged 45 and older were invited to participate when referred for a colonoscopy, whether for CRC screening (average risk), follow-up on a positive non-invasive test, imaging, or symptoms. Additionally, individuals already diagnosed with CRC were included prior to receiving treatment. Participants who agreed to provide a stool sample before the colonoscopy (or treatment for identified CRC patients) were eligible. Subjects were classified following a central pathology review: CRC, advanced adenoma, non-advanced adenoma, no findings, or non-colorectal cancer. Each subject’s outcome was then compared to the results of the next-generation mRNA-based CRC screening test.

In June 2024, the Company presented pivotal data from its largest cohort to date during a poster session at the American Society of Clinical Oncology (ASCO) 2024 Annual Meeting in Chicago, Illinois. This data combined results from the ColoFuture and eAArly DETECT studies, along with additional patients collected since the initial study results were reported, underscoring the significance of our innovative screening approach.

The combined analysis included 690 clinical subjects from 30 specialized gastroenterology centers across Europe and the United States, incorporating previously unexamined and unreported samples. This highlighted the exceptional efficacy of Mainz Biomed’s multimodal screening test, which integrates the Fecal Immunochemical Test (FIT) with proprietary mRNA biomarkers. This comprehensive approach allows for precise differentiation between colorectal cancer (CRC), AAs, non-advanced adenomas, and samples with no pathological findings.

	ColoFuture			eAArly DETECT			Pooled study
CRC Sensitivity		94	%		97	%		92	%
CRC Specificity		97	%		97	%		90	%
AA Sensitivity		80	%		82	%		82	%
AA Specificity		95	%		97	%		90	%
Location		EU			US			EU & US
# of Participants		220			254			690

Strategy Realignment

Between July 2024 and October 2024, we restructured our operations to concentrate on: (1) our ColoAlert business in Europe, (2) the development of our next-generation product, (3) planning and conducting the eAArly Detect 2 clinical study in the U.S. in 2025, aimed at validating the strong clinical performance of our next-generation mRNA-based CRC screening test in an average-risk population and (4) developing our PancAlert product candidate. In line with this focus, we implemented cost reduction measures, including a 65% reduction in personnel, decreased external consulting expenses, and the sale or closure of its European Oncology Lab (EOL) business in St. Ingbert, Germany.

In February 2026, our board of directors determined that we did not have sufficient funds, and were unlikely to obtain sufficient funds, to continue to develop our ColoAlert product and next generation CRC screening product candidates while simultaneously pursuing the development of the pancreatic cancer screening product. As a result, we elected to focus on the development of pancreatic cancer screening product as it would require less funding at this time and to cease the development of ColoAlert and the next generation CRC screening product candidates. As a result, we sold the intellectual property behind ColoAlert in March 2026 and are looking to sell the intellectual property behind our next generation CRC screening product candidates.

Sale of ColoAlert

We sold ColoAlert pursuant to an asset purchase agreement (the “UTR Agreement”) with Uni Targeting Research AS on March 28, 2026. Pursuant to the UTR Agreement, we sold the ColoAlert intellectual property, inventory and consumables in exchange for a $348,966 reduction in the note owed to UTR. The remaining balance of the note was $300,000 which is expected to be paid by April 2, 2026.

Emerging Growth Company

We qualify as and elect to be an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include, but not limited to:

●

reduced disclosure about the emerging growth company’s executive compensation arrangements in our periodic reports, proxy statements and registration statements; and

●

an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.

We may take advantage of these exemptions until December 31, 2026 or such earlier time that we are no longer an emerging growth company. We would cease to be an EGC earlier if we have more than $1.235 billion in annual revenue, we have more than $700.0 million in market value of our stock held by non-affiliates or we issue more than $1.0 billion of non-convertible debt securities over a three-year period. For so long as we remain an EGC, we are permitted, and intend, to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not EGCs. We may choose to take advantage of some, but not all, of the available exemptions.

Recent Developments

Foreign Private Issuer Status

From the time of our initial public offering in 2021 until January 1, 2026, we were a “foreign private issuer” within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we could meet our reporting requirements under the Exchange Act using forms for foreign private issuers that have more reduced disclosure requirements than those for domestic issuers. As of January 1, 2026, we ceased to qualify as a foreign private issuer and are now required to report as a domestic issuer. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher as the periodic reports and registration statements on U.S. domestic issuer forms with the SEC are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We are now required to prepare our financial statements in accordance with U.S. GAAP, rather than IFRS, and have modified certain of our policies to comply with corporate governance practices required of U.S. domestic issuers.

Nasdaq Notification of Minimum Bid Price Deficiency

As discussed in greater detail herein, on March 20, 2026, we received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of our ordinary shares for the 30 consecutive business days between February 5, 2026, to March 19, 2026, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that we will be provided with a compliance period of 180 calendar days, or until September 16, 2026, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

Lazar Transaction

On February 13, 2026, we entered into a Securities Purchase Agreement (the “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”).

The First Closing Shares and the Second Closing Shares (together the “Preferred Shares”), upon becoming fully convertible, will represent in excess of 95% of our issued and outstanding Ordinary Shares on a fully diluted basis as of the Final Closing (as defined below), assuming no additional share issuances prior to the Final Closing. The First Closing Shares are subject to certain conversion limitations as described below.

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 also contemplates that Mr. Lazar will separately purchase and acquire the Second Closing Shares as soon as practicable after we receive the Conversion Approval (as defined below) at a price of $1.50 per share for aggregate gross proceeds of $3 million (the “Final 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. 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. In connection with the Investment, our board of directors (the “Board”) appointed Mr. Lazar as a director immediately prior to the First Closing.

Securities Purchase Agreement

The Purchase Agreement contains customary representations, warranties, and covenants of, as well as indemnification rights, and other obligations of the parties.

Following the Conversion Approval (as defined below), the Fist Closing Shares, upon full conversion, would represent approximately 55.4% of our issued and outstanding Ordinary Shares on a fully diluted basis, and the Second Closing Shares to be issued, upon full conversion, would represent approximately 90.2% of our issued and outstanding Ordinary Shares on a fully diluted basis as of the Final Closing, or collectively approximately 95.6% in the aggregate (based on the number of Ordinary Shares anticipated to be outstanding as of the Final Closing). Since the Ordinary Shares are currently listed on the Nasdaq Capital Market, we are required to comply with the continued listing rules of The Nasdaq Stock Market LLC (the “Listing Rules”), and among these requirements are Rules 5635(d) and Rule 5635(b) of the Listing Rules. Rule 5635(d) of the Listing Rules requires stockholder approval in connection with any transaction, other than a public offering, involving the sale, issuance, or potential issuance, of common stock or securities convertible into common stock, equal to 20% or more of the outstanding ordinary shares at the time that the agreement to issue such share is entered into for less than the lower of the last closing price prior to the entry into such agreement or the or 5-day average of the closing price prior to the entry into such agreement. Rule 5635(b) of the Listing Rules requires stockholder approval of a transaction involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into, or exercisable for, common stock) when the issuance or potential issuance of additional shares may result in a change of control of the issuer. As a result of the significant number of Ordinary Shares that may be issued upon the future conversion of the Preferred Shares compared to the currently issued and outstanding Ordinary Shares as provided above, we will be required to obtain stockholder approval in accordance with Rule 5635(d) and Rule 5635(b) of the Listing Rules for Mr. Lazar to be able to fully convert the Preferred Shares (the “Conversion Approval”). Each of the First Closing Shares is convertible into 9 Ordinary Shares (or an aggregate of 9 million Ordinary Shares), and each the Second Closing Shares will be convertible into 225 Ordinary Shares (or an aggregate of 225 million Ordinary Shares); provided that, in no event will any Preferred Shares be convertible into Ordinary Shares if such conversion would result in Mr. Lazar or his transferees, or affiliates, or any other persons acting as a group together with Mr. Lazar exceeding the “Beneficial Ownership Limitation” prior to the date of Conversion Approval. The “Beneficial Ownership Limitation” means 19.99% of the outstanding Ordinary Shares as of the date of the Purchase Agreement, which percentage shall take into account any shares then owned by such holder and any of their affiliates.

Pursuant to the Purchase Agreement, we agree to use our best efforts to hold the extraordinary meeting of Shareholders (the “Shareholder Meeting”) on or before April 15, 2026 for the purpose of obtaining the Conversion Approval, as well as obtaining stockholder approval of (i) the election of our directors to the Board, including the Initial Nominee (as defined below) that is nominated by Mr. Lazar, as further summarized below and (ii) a reverse stock split of the Ordinary Shares in the range of not less than 1-for-2 and not more than 1-for-100, with the specific ratio to be determined by, and the implementation to be in the sole and absolute discretion of, the Board (collectively, the “Stockholder Meeting Proposals”). To the extent that the Conversion Approval is not obtained, then we will be required to use our reasonable best efforts to call another stockholder meeting within ninety (90) days of the date of the Shareholder Meeting (the “Second Meeting”). If the Conversion Approval is not received at the Second Meeting, we agreed to issue to Mr. Lazar, in a private placement transaction, up to 19.99% of the Ordinary Shares outstanding as of the date of the Purchase Agreement, at a price per share equal to the closing stock price of the Ordinary Shares on the day of the Second Meeting plus $0.02, provided, that the number of Ordinary Shares that Mr. Lazar will be entitled to purchase shall be automatically reduced to a number of Ordinary Shares such that Mr. Lazar, together with his affiliates, will not own, beneficially or otherwise, Ordinary Shares in excess of 19.99% of the Ordinary Shares outstanding as of the date of the Purchase Agreement. The Shareholder Meeting has been scheduled on April 22, 2026.

The consummation of the First Closing on February 13, 2026 was subject to the satisfaction of customary closing conditions, including the accuracy of the representations and warranties in the Purchase Agreement and the delivery of certain transaction documents. In addition to Mr. Lazar being appointed as one of our directors in connection with the Investment, pursuant to the Purchase Agreement, Mr. Lazar will have certain one-time contractual rights involving the Board. These rights include: (i) a one-time contractual right to recommend to us an individual (the “Initial Nominee”) to be nominated for election at the Shareholder Meeting to serve as a director on the Board; (ii) subject to the Conversion Approval and the Final Closing occurring, a one-time contractual right to nominate up to six (6) individuals (the “Additional Purchaser Nominees”) to be qualified (including satisfying director “independence” requirements under the Listing Rules) and appointed to serve as directors on the Board after the resignation of the current directors, following the Conversion Approval and the Final Closing.

The consummation of the Final Closing is subject to the satisfaction or waiver of, among other customary closing conditions, our receipt of the Conversion Approval, the accuracy of the representations and warranties of each of the parties in the Purchase Agreement, the compliance by the parties with the covenants in the Purchase Agreement, and no permanent suspension or other trading suspension for more than three consecutive trading days of the Ordinary Shares by the Securities Exchange Commission (the “SEC”), the Nasdaq Capital Market or as reported by Bloomberg L.P.

The Purchase Agreement includes several covenants, including that we:

●

agree to maintain a reserve of Ordinary Shares from our duly authorized shares in order to complete the Investment and related transactions pursuant to the Purchase Agreement, except to the extent limited by our authorized Ordinary Shares.

●

agree that until the Shareholder Meeting, without Mr. Lazar’s consent which shall not be unreasonably withheld, conditioned or delayed, we will not, except as contemplated by the Purchase Agreement: (i) change the number of directors constituting the Board or fill any vacancy on the Board; (ii) change the nature of the our operations; (iii) incur any debt outside of the ordinary course of business; (iv) guarantee any obligation of any third party; (v) issue any capital stock or Ordinary Share equivalents, other than pursuant to certain limited exceptions such as those related to our 2025 Incentive Plan; or (vi) amend our certificate of incorporation or bylaws.

We also granted Mr. Lazar a right to participate in subsequent financing transactions where we issue Ordinary Shares or Ordinary Share equivalents for cash consideration, indebtedness or a combination thereof until the six month anniversary of the First Closing in an amount up to 25% of the subsequent financing transaction.

Description of Voting Agreement

In connection with the First Closing of the Investment, on August 19, 2025, we and Mr. Lazar entered into a voting agreement (the “Voting Agreement”) with certain of our stockholders (the “Voting Shareholders”) owning approximately 12.4% of our outstanding Ordinary Shares as of February 13, 2026. The Voting Agreement was entered into and became effective upon the execution and effectiveness of the Purchase Agreement and will terminate on the earlier of the Final Closing or the two-year anniversary of the Voting Agreement. Pursuant to the terms of the Voting Agreement, the Voting Shareholders have agreed to (1) vote all of their Ordinary Shares at the Shareholder Meeting in favor of the proposals recommended by the Board in order to facilitate the Investment (the “Meeting Proposals”), (2) appoint us as an irrevocable proxy for the Voting Shareholders for the duration of the Voting Agreement, and (3) our ability to appoint a successor proxy for the Voting Shareholders, in the event we are unable or unwilling to serve as the proxy, and in return, the Voting Shareholders will benefit from our completing the Investment. The Voting Agreement provides for, among other things, a standstill provision relating to the Voting Shareholders that ensures they will (i) not effect, offer or propose to purchase any of our securities or assets (including derivative rights), engage in any tender, merger, recapitalization, liquidation, or other business combination transaction, solicit proxies or otherwise act to control or influence the management of the Board, (ii) not take any action (or enter into any discussions) that may force us to make a public announcement of the matters set forth in (i) above, (iii) not request that we (or directors, management, employees or agents) amend or waive any provision of the standstill and (iv) not dispose of any of our Ordinary Shares until (1) the Voting Shareholders have voted their Ordinary Shares at the Shareholder Meeting in favor of the Meeting Proposals and (2) such proposals at the Shareholder Meeting have passed.

Description of Preferred Shares

The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares (collectively the “Preferred Shares”) issued or to be issued in the Investment are set forth in our articles of association (the “Articles of Association”).

Issue

Under Dutch law, shares are issued and rights to subscribe for shares are granted pursuant to a resolution of our general meeting. Our Articles of Association provide that the general meeting may only resolve to issue shares upon the proposal of our board of directors (the “Board of Directors”). The general meeting may authorize the Board of Directors to issue new shares or grant rights to subscribe for ordinary shares. The authorization can be granted and extended, in each case for a period not exceeding five years. For as long as, and to the extent, that such authorization is effective, our general meeting will not have the power to issue ordinary shares.

A resolution of the general meeting has authorized our Board of Directors until November 9, 2026, to issue ordinary shares and preferred shares up to the amount of the authorized share capital (from time to time).

Conversion

The Preferred Shares may, at the request of the holder, be converted into Ordinary Shares. The conditions for conversion and the further terms and conditions related to the Preferred Shares will be determined by our Board of Directors, subject to the prior approval of our general meeting and the meeting of holders of the series of Preferred Shares concerned, if such series of Preferred Shares has been issued and are held by persons other than us. The preceding sentence applies by analogy to any adjustment to the conditions.

Voting Rights

In accordance with our Articles of Association, each Preferred Share irrespective of which class it concerns, confers the right on the holder thereof to cast one vote at our general meeting.

Pre-emptive rights

A holder of Preferred Shares has no pre-emptive right to acquire newly issued Ordinary Shares.

Form

The Preferred Shares are in registered form.

Dividends and Other Distributions

Under our Articles of Association, any profits or distributable reserves must first be applied to pay a dividend on the Preferred Shares.

Amendment Articles of Association

We intent to convene a Shareholder Meeting to obtain Conversion Approval and to amend and restate our Articles of Association. The following amendments to the terms of the Preferred Shares, to be set out in the amended articles of association, will be proposed to the Shareholder Meeting:

●

Each Series A, Series B and Series C Preferred Shares shall be convertible, at the option of the holder, at any time and from time to time, into nine Ordinary Shares.

●

Each Series D and Series E Preferred Shares shall be convertible, at the option of the holder, at any time and from time to time, into two hundred and twenty-five Ordinary Shares.

●

A holder of Preferred Shares who wishes to convert one or more Preferred Shares into Ordinary Shares shall notify the Company thereof in writing.

Extraordinary Shareholders’ Meeting

As discussed in more detail in a definitive proxy statement filed on Schedule 14A on March 25, 2026 and mailed to our shareholders’ on or around that date, we intend to hold an extraordinary shareholders’ meeting (“Shareholders’ Meeting”) on April 22, 2026. The matters to be voted upon at the proposed Shareholders’ Meeting are:

(1)

to ratify the selection by our board of directors and the Audit Committee thereof of Reliant CPA PC to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

(2)

to approve the issuance of our ordinary shares, underlying (i) the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares and (ii) the Series D Preferred Shares and Series E Preferred Shares to be issued pursuant to the terms of the Purchase Agreement as well as the ancillary agreements entered pursuant thereto, including issuances of any Ordinary Shares pursuant to the terms of any anti-dilution provisions applicable to such preferred shares, in each case, to comply with Listing Rules 5635(b) and 5635(d) of The Nasdaq Stock Market LLC;

(3)

to consider and vote on a proposal to approve an amendment to the Articles of Association of the Company to:

(a)

authorize the conversion of each Series A Preferred Share into nine (9) Ordinary Shares;

(b)

authorize the conversion of each Series B Preferred Share into nine (9) Ordinary Shares

(c)

authorize the conversion of each Series C Preferred Share into nine (9) Ordinary Shares;

(d)

authorize the conversion of each Series D Preferred Share into two-hundred and twenty-five (225) Ordinary Shares; and

(e)

authorize the conversion of each Series E Preferred Share into two-hundred and twenty-five (225) Ordinary Shares;

(f)

change the name of the Company to Quantum Cyber N.V.; and

(g)

increase (i) the number of authorized Ordinary Shares that we may issue from 45,000,000 (on a pre-Reverse Share Split Basis) to up to 900,000,000 (on a post-Reverse Share Split Basis) and (ii) the number of authorized Preferred Shares that we may issue from 5,000,000, split into 1,000,000 Series A Preferred Shares, 1,000,000 Series B Preferred Shares, 1,000,000 Series C Preferred Shares, 1,000,000 Series D Preferred Shares and 1,000,000 Series E Preferred Shares (all on a pre-Reverse Share Split Basis) to up to100,000,000, split into 20,000,000 Series A Preferred Shares, 20,000,000 Series B Preferred Shares, 20,000,000 Series C Preferred Shares, 20,000,000 Series D Preferred Shares and 20,000,000 Series E Preferred Shares (all on a post-Reverse Share Split Basis),

(4)

to consider and vote on a proposal to approve an amendment to the Articles of Association of the Company to provide for a reverse share split of the Ordinary Shares and the Preferred Shares of the Company, that will be at a ratio ranging from one for two (1:2) to one for one-hundred (1:100), the final determination of which shall be determined by our board of directors, and to authorize our board of directors to effect the Reverse Share Split at their discretion;

(5)

to appoint David Lazar to serve as an executive director and Chief Executive Officer of our board of directors for a term commencing at the close of the Shareholders’ Meeting and ending at the close of the annual general meeting of the Company to be held in 2027;

(6)

to appoint Robert Liscouski to serve as a non-executive director of our board of directors for a term commencing at the close of the Shareholders’ Meeting and ending at the close of the annual general meeting of the Company to be held in 2027;

(7)

to appoint David Natan to serve as a non-executive director of our board of directors for a term commencing at the close of the Shareholders’ Meeting and ending at the close of the annual general meeting of the Company to be held in 2027;

(8)

to appoint Avraham Ben-Tzvi to serve as a non-executive director of our board of directors for a term commencing at the close of the Shareholders’ Meeting and ending at the close of the annual general meeting of the Company to be held in 2027;

(9)

to approve an amendment to our 2025 Omnibus Incentive Plan to authorize an increase in the number of Ordinary Shares awardable thereunder to 10,000,000;

(10)

to approve amendments to the our Remuneration Policy; and

(11)

to approve, pursuant to article 2:107a of the Dutch Civil Code, resolutions of the Board with regard to the Purchase Agreement and the transactions set out therein.

We will update our shareholders on the outcome of the Shareholders’ Meeting or any adjournment thereof (which adjournment is solely at the discretion of our board of directors).

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

We do not have any processes for identifying and managing material risks from cybersecurity threats. We believe that at the current stage of our development and information systems there are no risks of cybersecurity incidents that have materially affected and are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.

Because we are not reasonably likely to be materially affected by cybersecurity threats at the current stages of our development, there are no particular director’s oversight of risks from cybersecurity threats and management does not have an active role in assessing and managing our material risks from cybersecurity threats. As part of our current strategy is to expand our business focus to include post-quantum cybersecurity, we will reexamine our cyber security concerns, processes and procedures if we expand our business focus.

ITEM 2. PROPERTIES

Our headquarters are located at Robert Koch Strasse 50, 55129 Mainz, Germany.

We do not currently own any real estate and do not intend to purchase any real estate in the near term.

ITEM 3. LEGAL PROCEEDINGS

On March 22, 2024, the Company filed a complaint in the Supreme Court of the State of New York against Boustead Securities, LLC, for breach of contract, unjust enrichment, and a declaratory judgment. Several weeks later, Boustead brought an arbitration against Mainz seeking to collect alleged unpaid compensation for financial services plus shares and warrants pursuant to two agreements. Mainz made an application to the Arbitration Panel requesting an order staying the Arbitration proceeding pending the courts’ final determination of the issues raised in the Supreme Court case, which was granted on September 12, 2024. Prior to the Court’s determination of which venue (the Supreme Court or FINRA Dispute Resolution) is proper to hear the dispute, Boustead agreed to withdraw the arbitration. Boustead then moved to dismiss Mainz’s claims but has not yet raised any claims in the court action against the Company. Thus, at this time there are no pending claims against the Company related to this action. Should Boustead eventually file claims against the Company, the Company would vigorously defend against all claims. Given that there are no pending claims, there is nothing to predict regarding a possible loss or range of loss that may result from this action. The Company does not believe that any outcome in this matter will have a material impact to its balance sheet or statement of operations in the future.

Except as set out above, we are not involved in, or aware of, any legal or administrative proceedings contemplated or threatened by any governmental authority or any other party. As of the date of this prospectus supplement, no director, officer or affiliate is a party adverse to us in any legal proceeding or has an adverse interest to us in any legal proceeding.

ITEM 4. MINE SAFETY DISCLOSURES

None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our ordinary share are listed on the on the Nasdaq Capital Market. The following table sets forth, for the periods indicated the high and low closing prices of our ordinary shares on the Nasdaq Capital as reported by Nasdaq.

	High Closing Price		Low Closing Price
Fiscal Year 2025 (quarter ended)
December 31, 2025	$	1.65	$	1.12
September 30, 2025	$	2.13	$	1.33
June 30, 2025	$	3.70	$	1.38
March 31, 2025	$	7.89	$	3.21

The last reported sales price for our ordinary shares on the Nasdaq Capital Market as of March 27, 2026 was $0.44 per share. As of [------], 2026, we had approximately [----] shareholders of record for our ordinary shares.

Transfer Agent

We have appointed Transhare Corporation as the transfer agent for our ordinary shares. Transhare Corporation’s telephone number and address is (303) 662-1112 and 17755 US Hwy 19 N, Clearwater, FL 33764.

Dividends

We have never declared or paid any cash dividends on our ordinary shares or preferred shares. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business and do not anticipate paying any cash dividends on our ordinary shares or preferred shares. Any future determination to pay dividends will be at the discretion of the Board of Directors and will depend upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the board of directors considers relevant.

Nasdaq Notification

On March 20, 2026, we received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of our ordinary shares for the 30 consecutive business days between February 5, 2026, to March 19, 2026, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that we will be provided with a compliance period of 180 calendar days, or until September 16, 2026 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

In order to regain compliance with Nasdaq’s minimum bid price requirement, our ordinary shares must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event we not regain compliance by the end of the Compliance Period, we may be eligible for additional time to regain compliance. To qualify, we will be required to meet the continued listing requirement for the market value of our publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If we meet these requirements, we may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that we will be unable to cure the deficiency, or if we are not otherwise eligible for the additional cure period, Nasdaq will provide notice that our ordinary shares will be subject to delisting. We might not be eligible for the additional 180 calendar day compliance period, if applicable, and Nasdaq’s staff might not grant our request for continued listing subsequent to any delisting notification. In the event of such a notification, the we may appeal the Nasdaq staff’s determination to delist our securities.

Unregistered Sales of Equity Securities and Use of Proceeds

There have been no sales of unregistered equity securities that we have not previously disclosed in filings with the U.S. Securities and Exchange Commission.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to its plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You may read the “Forward-Looking Statements” section in this annual report and the sections entitled “Risk Factors” in other documents that we have filed with the U.S. Securities and Exchange Commission for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

The following discussion refers to our financial results for the years ended December 31, 2025 and December 31, 2024. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references refers to Mainz Biomed N.V. and its affiliates.

Organization and Overview of Operations

We develop and sell in-vitro diagnostic (“IVD”) tests for the early detection of cancer. Throughout our 2025 fiscal year, our legacy ColoAlert product was marketed and sold in European markets. Since 2020, we have been developing both a blood and stool test for the early detection of pancreatic cancer. From 2022 to February 2026, we were developing our next generation colorectal cancer screening product, with the intention to launch these products in the future in the United States and in Europe.

In February 2026, the Board made the decision to close our colorectal cancer line of business to focus on the pancreatic screening line of business. As a result of that decision the Board marketed for sale the two groups of assets related to the ColoAlert and NextGen product lines, which were primarily the two lines intellectual property. The decision also resulted in the termination of all employees of our subsidiary in Germany, with termination dates between February and May 2026.

In March 2026, the Company announced the appointment of Robert Liscouski as its non-executive Chairman, with David Lazar assuming the position of director and co-CEO. These changes were made to align the Company’s strategy to expand its business focus in the area of post-quantum cybersecurity, while continuing to pursue the commercialization of its blood-based pancreatic cancer detection product candidate. The Company announced its intention to change its name, subject to shareholder approval, to Quantum Cyber N.V., while using the name Quantum Cyber as a d/b/a until that time. In conjunction with the name change the Company changed its NASDAQ ticker symbol to QUCY.

Business Highlights

During the fiscal year ended December 31, 2025, the Company continued to advance its diagnostic portfolio, including the commercialization of its ColoAlert colorectal cancer screening test in Europe and the development of next-generation diagnostic products. The Company’s results for the year reflect continued investment in research and development, ongoing commercialization efforts, and actions taken to streamline operations and align costs with strategic priorities. Revenue was primarily generated from sales of ColoAlert test kits in European markets, while operating expenses were driven mainly by research and development activities, sales and marketing efforts, and general and administrative costs.

Known Trends, Events, and Uncertainties

In February 2026, the Board made the decision to close the Company’s colorectal cancer line of business to focus on the pancreatic screening line of business. As a result of that decision the Board marketed for sale the two groups of assets related to the ColoAlert and NextGen product lines, which were primarily the two lines intellectual property. The decision also resulted in the termination of all employees in the Company’s subsidiary in Germany, with termination dates between February and May 2026. As a result of the closing of subsidiary and proposed sales of intellectual property, the Company has recorded an impairment loss on the value of the intellectual property of $2,640,280 in 2025.

Results of Operations

Comparison of the Year Ended December 31, 2025 and 2024

The following table provides certain selected financial information for the periods presented:

	Years ended
	December 31,									%
	2025			2024			Change			Change
Revenue	$	537,080		$	893,991		$	(356,911	)		(40	%)
Cost of sales	$	147,288		$	319,108		$	(171,820	)		(54	%)
Product margin	$	389,792		$	574,883		$	(185,091	)		(32	%)
Gross Margin		73	%		64	%
Sales and marketing	$	3,820,509		$	6,581,333		$	(2,760,824	)		(42	%)
Research and development	$	4,960,566		$	5,839,033		$	(878,467	)		(15	%)
General and administrative	$	5,107,535		$	6,650,561		$	(1,543,026	)		(23	%)
Impairment loss of intangible asset	$	2,640,280		$	-		$	2,640,280			-
Restructuring expense	$	-		$	277,160		$	(277,160	)		(100	%)
Total operating expenses	$	16,528,890		$	19,348,087		$	(2,819,197	)		(15	%)
Loss from operations	$	16,139,098		$	18,773,204		$	(2,634,106	)		(14	%)
Other expense	$	71,620		$	2,825,568		$	(2,753,948	)		(97	%)
Net loss	$	16,210,718		$	21,598,772		$	(5,388,054	)		(25	%)
Total comprehensive loss	$	16,279,741		$	21,695,091		$	(5,415,350	)		(25	%)
Basic and dilutive loss per ordinary share	$	(2.70	)	$	(21.91	)	$	19.21			(88	%)
Weighted average number of ordinary shares outstanding		5,996,887			985,717

Total Revenue

Total revenue for the year ended December 31, 2025 was $537,080 as compared to $893,991 for the year ended December 31, 2024, a decrease of 40%. This decrease was attributable to the Company winding down its direct to consumer business in August 2024 to focus on ColoAlert sales to lab partners, primarily in Germany.

Cost of Revenue

Cost of revenue for the year ended December 31, 2025 was $147,288 as compared to $319,108 for the year ended December 31, 2024, a 54% decrease. This decrease was attributable to the Company winding down its direct to consumer business in August 2024 to focus on ColoAlert sales to lab partners, primarily in Germany.

Gross profit

Gross profit decreased to $389,792 in the year ended December 31, 2025 compared to $574,883, for the year ended December 31, 2024. This gross profit decrease, resulting in an improvement of gross margin from 64% to 73%, was attributable to improved profits resulting from the Company winding down its direct to consumer business in 2024 to focus on ColoAlert sales to lab partners. Margins from product sales are higher than the margins on the direct to consumer business, which included the service element of performing tests in our diagnostic lab.

Research and Development Expenses

Research and development expenses for the year ended December 31, 2025 were $4,960,566 compared to $5,839,033 for the year ended December 31, 2024, a decrease of $878,467. This decrease was driven by a reduction of personnel related costs of $2.8 million resulting from our restructuring in 2024 offset by an increase of $2.0 million resulting from costs related to the eAArly Detect 2 clinical study.

Sales and Marketing Expenses

Sales and marketing expenses for the year ended December 31, 2025, were $3,820,509 compared to $6,581,333 for the year ended December 31, 2024, a decrease of $2,760,824. This decrease was related to a decrease in our marketing and advertising expense of $1.9 million as we focused more of our efforts on sales to our lab partners as opposed to online marketing for consumer sales. Accompanying this decrease, our reduced labor costs (salary and consulting) decreased by $0.8 million, in line with our shift in focus away from consumer sales.

General and Administrative Expenses

General and administrative expenses for the year ended December 31, 2025 were $5,107,535 compared to $6,650,561 for the year ended December 31, 2024, a decrease of $1,543,026. The decreased expenses were primarily the result of a decrease of $2.1 related reduced labor costs (salary and consulting) resulting from our restructuring in 2024. This was offset by an increase of $1.5 million for non-cash stock option expense for the year ended December 31, 2025 compared to the same period in 2025. Office and insurance cost also decreased by $0.6 million due to our focused cost reduction efforts.

Restructuring Expenses

Restructuring expenses for the year ended December 31, 2025 were nil compared to $277,160 for the year ended December 31, 2023, a decrease of $277,160. During July 2024 and October 2024, the Company restructured its operations to focus on its ColoAlert business in Europe, the development of its next generation product, and planning for the Early Detect 2 clinical study in the U.S. in 2025. In line with that focus, the Company implemented cost reduction efforts which included the reduction of its operating costs, including the reduction of personnel by 65%, reduction of external consulting costs, and the sale of its European Oncology Lab (“EOL”) business in St. Ingbert, Germany to a related party. The sale of the EOL business included a payment to the Company of €31,511 ($32,785). Additionally, the Company amended the employment contracts of its CEO and CFO, reducing the salaries of those officers to 60% and 50% of their then current salaries, respectively, effective November 1, 2024. For the year ended December 31, 2024, the Company recorded severance expenses and impairment loss from this transaction of $277,160 as restructuring expense and gain on sale of EOL of $28,328. In conjunction with its restructuring program, for the year ended December 31, 2024, the Company recorded an impairment on construction in progress of $47,449 as the construction project was on hold and there is not a plan for future use.

Impairment of Intangible Asset

As a result of the closing of our subsidiary in Germany, in early 2026, and proposed sales of intellectual property, the Company has recorded an impairment loss on the value of the intellectual property of $2,640,280 in 2025.

Other Income (Expense)

Other expense, net for the year ended December 31, 2025 was $71,620 compared to $2,825,568 for the year ended December 31, 2024, resulting in decreased other expenses (net) of $2,753,948. This decrease was primarily the result of decreased interest expense of $0.6 million and the decrease in the fair value adjustment of $2.1 million, from the Company’s convertible debt balances which were substantially reduced for the year ended December 31, 2025 compared to the same period in 2024.

Liquidity and Capital Resources

Our principal liquidity requirements are for working capital and operating losses. We fund our liquidity requirements primarily through cash on hand, cash flows from operations and, debt and equity financing. As of December 31, 2025, we had $889,091 of cash and cash equivalents, compared to $6,235,670 as of December 31, 2024.

The following table summarizes our cash flows from operating, investing and financing activities:

	Year Ended December 31,
	2025			2024			Change
Cash used in operating activities	$	(10,979,587	)	$	(17,329,254	)	$	6,349,667
Cash used in investing activities	$	(1,033,401	)	$	(198,817	)	$	(834,584	)
Cash provided by financing activities	$	6,763,040		$	16,791,085		$	(10,028,045	)

Cash Flow from Operating Activities

For the year ended December 31, 2025, cash flows used in operating activities was $10,979,587 compared to $17,329,254 used during the year ended December 31, 2024. The improvement in cash flows used in operating activities of $6,349,667 was primarily the result of our smaller operating loss for the year ended December 31, 2025, net of non-cash stock-based compensation, impairment losses, changes in the fair value of convertible debt, depreciation and amortization, and timing differences for the settlement of assets and liabilities, as compared to the year ended December 31, 2024.

Cash Flows from Investing Activities

During the year ended December 31, 2025, we used $1,033,401 in investing activities compared to $198,817 used during the year ended December 31, 2024. The increase in cash flows used in investing activities of $834,584 was the primarily the result of payments for the acquisition of our intellectual property for our development of a blood based pancreatic cancer test.

Cash Flows from Financing Activities

During the year ended December 31, 2025, we had cash flow provided by financing activities of $6,763,040 compared to cash flow provided by financing activities of $16,791,085 for the year ended December 31, 2024, a decrease of $10,028,045. This decrease was primarily the result of the Company closing an $8.0 million unit financing closed in December 2024, which proceeds were used to fund 2025 operations, and the lower amount of funds necessary to fund operating cash flows.

Working Capital Discussion

We had recurring losses, accumulated deficit totaling $104.9 million and negative cash flows used in operating activities of $11.0 million as of and for the year ended December 31, 2025. We also had $0.9 million of cash on hand on December 31, 2025, and a working capital deficit, of $1.9 million.

These conditions are indicators that impact the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. If the Company is unable to obtain funding, the Company could be forced to further delay, reduce or eliminate its research and development, regulatory, and commercial efforts which could adversely affect its future business prospects and its ability to continue as a going concern.

Historically, the Company has relied upon funds from its stockholders and loans from third parties. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon its operations and its stockholders.

We plan to fund our cash flow and working capital needs through current cash on hand and future debt and/or equity financings which we may obtain through one or more public or private equity offerings, debt financings, government or other third-party funding, strategic alliances or collaboration agreements. During early 2026, the Company completed a $6 million preferred stock offering and has an Equity Distribution Agreement in place which allows the Company to raise additional equity capital.

The Company believes that its currently available cash on hand, together with additional financing described above, may be sufficient to meet its planned expenditures and obligations for at least the one-year period following the issuance of its consolidated financial statements; however, such expectations are subject to significant uncertainty, and substantial doubt remains about the Company’s ability to continue as a going concern.

Our consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this prospectus, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

In accordance with US GAAP, we evaluate our estimates and judgments on an ongoing basis.

Useful lives of property and equipment

Estimates of the useful lives of property and equipment and intangible assets are based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed annually and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of the relevant assets may be based on internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in the factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the property and equipment and intangible assets would increase the recorded expenses and decrease the non-current assets.

Estimating the incremental borrowing rate on leases

The Company cannot readily determine the interest rate implicit in leases where it is the lessee. As such, it uses its incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of comparable value to the right-of-use asset in a similar economic environment. IBR therefore reflects what the Company “would have to pay”, which requires estimation when no observable rates are available or where the applicable rates need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.

Estimating the fair value of share-based payment transactions

The Company utilizes a Black-Scholes model, or where appropriate, a Monte-Carlo Simulation to estimate the fair value of its share-based payments and warrants. In applying these models, management must estimate the expected future volatility of the Company’s estimated share price and makes such assumptions based on the historical stock price of Company’s common stock under an expectation that historical volatility is representative of the expected future volatility.

Estimating the fair value of financial instruments

When the Company recognizes a financial instrument, where there is no active market for such an instrument, the Company utilizes alternative valuation methods. The Company utilizes inputs from observable markets to the extent that an appropriate market can be identified, but when there is a lack of such a market, the Company applies judgment to determine a fair value. Such judgments require those such as risk and volatility, of which changes in such assumptions may impact the fair value of the financial instrument.

Indefinite-lived intangible assets impairment

We are required to use judgment when applying the indefinite-lived intangible assets impairment test. Changes in these estimates could materially affect our assessment of the fair value and indefinite-lived intangible assets impairment. Significant estimates used in our impairment test include the determination of the discount rate, revenue growth rates, long-term growth rates, and forecasted profitability of our business.

Provision for expected credit losses on trade receivables

The provision for expected credit losses on trade receivables are estimated based on historical information, customer concentrations, customer solvency, current economic and geographical trends, and changes in customer payment terms and practices. The Company will calibrate its provision matrix to adjust the historical credit loss experience with forward-looking information. The assessment of the correlation between historical observed default rates, forecast economic conditions and expected credit losses is a significant estimate. The amount of expected credit losses is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may also not be representative of the customer’s actual default in the future.

Other significant judgments

The preparation of these financial statements in accordance with U.S. GAAP requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include:

●

The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;

●

The determination of the lease term of contracts with renewal and termination options;

●

Determination of the extent to which it is probable that future taxable income will be available to allow all or part of the temporary differences and net operating losses to be utilized;

●

Whether there are indicators of impairment of the Company’s long-lived assets;

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors.

Conversion from IFRS to U.S. GAAP

As the Company no longer qualifies as a Foreign Private Issuer, its consolidated financial statements have been retroactively converted from IFRS to U.S. GAAP from inception. Refer to Note 2 (Basis of presentation) for details.

The cumulative effect of the transition from IFRS to U.S. GAAP, for periods prior to those presented, have been recorded as an adjustment to the opening accumulated deficit as of January 1, 2024, resulting in a change from $69,328,021 to $67,092,885 and the details as follows;

Opening accumulated deficit adjustment
Beneficial conversion feature	$	111,600
Reverse acquisition accounting		2,019,739
Leases		103,797
	$	2,235,136

The significant differences between IFRS and U.S. GAAP as they relate to the Company are as follows:

●

Beneficial conversion feature

For convertible instruments with a liability component and a conversion feature that exchanges a fixed amount of cash for a fixed number of shares, under IFRS, the Company applied split accounting between debt contract and the conversion feature. Whereas U.S. GAAP, if the conversion feature is not recorded separately, then the entire convertible instrument may be considered one unit of account.

●

Reverse acquisition accounting

For a share exchange for reverse acquisition with a public shell entity, under IFRS, the Company applied a share-based payment transactions in accordance with IFRS 2 as a public shell company would not meet the definition of a business under Business Combination IFRS 3. Whereas U.S. GAAP, the Company accounted for a share exchange as a recapitalization.

●

Leases

Under IFRS, the Company, as lessee, applied the single lease model that is similar to the accounting for a finance lease under U.S. GAAP. Under IFRS, lease expenses are recognized on a straight-line basis for the right-of-use asset amortization component and the effective interest rate method to the lease liability. Under U.S. GAAP, there is dual classification lease accounting model for lessees: finance leases and operating leases. The Company, as lessee, classified all its leases as operating leases and recognizes a single lease expense, including both a right-of-use asset depreciation component and an interest expense component, on a straight-line basis throughout the lease term.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Year Ended December 31, 2025 and 2024
Report of Independent Registered Public Accounting Firm (PCAOB 6906)		F-2
Financial Statements
Consolidated Balance Sheets as of December 31, 2025, and 2024		F-3
Consolidated Statements of Operations and Comprehensive Loss		F-4
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7

F-1

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Mainz Biomed N.V.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Mainz Biomed N.V. (the “Company”), as of December 31, 2025 and 2024, the related consolidated statements of comprehensive loss, changes in shareholders’ equity and cash flows for the years ended December 31, 2025 and 2024, and related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024, in conformity with the accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Change in Comprehensive Basis of Accounting

As discussed in Note 2 to the consolidated financial statements, the Company changed its comprehensive basis of accounting from International Financial Reporting Standards as issued by the International Accounting Standards Board to U.S. generally accepted accounting principles (“US GAAP”) effective with the preparation of the consolidated financial statements as of and for the year ended December 31, 2025. As a result, US GAAP was applied retrospectively to the consolidated balance sheet as of December 31, 2024, the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Reliant CPA PC

Served as Auditor since 2023

Newport Beach, CA

March 31, 2026

F-2

Mainz Biomed N.V.

Consolidated Balance Sheets

	December 31,			December 31,
	2025			2024
ASSETS
Current Assets
Cash	$	889,091		$	6,235,670
Accounts receivable		17,348			33,577
Accounts receivable - related party		61,030			17,238
Inventories		216,888			372,870
Prepaid expenses and other current assets		657,310			1,361,489
Total current assets		1,841,667			8,020,844

Property and equipment, net		1,094,949			1,365,144
Intangible assets		1,113,424			3,017,462
Right-of-use assets		1,277,356			1,098,074
Total assets	$	5,327,396		$	13,501,524

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities (Note 2)	$	936,440		$	2,922,717
Accounts payable and accrued liabilities - related party		13,956			10,399
Loan payable		183,706			176,814
Convertible debt		82,305			1,093,975
Notes payable - Silent partnership		956,902			1,022,918
Intellectual property acquisition liability		487,785			-
Intellectual property acquisition liability current portion - related party		676,096			690,575
Operating lease liabilities - current portion		356,126			264,982
Total current liabilities		3,693,316			6,182,380

Operating lease liabilities		992,480			945,203
Intellectual property acquisition liability - related party		-			376,096
Total liabilities		4,685,796			7,503,679

Shareholders’ equity
Ordinary shares, a par value of € 0.01, 11,250,000 shares authorized, 9,780,142 and 2,319,353 shares issued and outstanding, respectively		107,820			23,054
Additional paid-in capital		106,053,809			95,215,079
Accumulated deficit		(104,902,375	)		(88,691,657	)
Accumulated other comprehensive loss		(617,654	)		(548,631	)
Total shareholders’ equity		641,600			5,997,845

Total liabilities and shareholders’ equity	$	5,327,396		$	13,501,524

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

F-3

Mainz Biomed N.V.

Consolidated Statements of Comprehensive Loss

	Years ended
	December 31,
	2025			2024

Revenue	$	372,932		$	832,422
Revenue - related party		164,148			61,569
Total revenue		537,080			893,991
Cost of revenue		147,288			319,108
Gross profit		389,792			574,883

Operating expenses:
Sales and marketing		3,820,509			6,581,333
Research and development		4,905,791			5,717,784
Research and development – related party		54,775			121,249
General and administrative (Note 2)		5,107,535			6,650,561
Impairment of intangible asset		2,640,280			-
Restructuring expense		-			277,160
Total operating expenses		16,528,890			19,348,087

Loss from operations		(16,139,098	)		(18,773,204	)

Other income (expense)
Other income		42,180			90,561
Government grant		533,503			46,087
Gain on sale of subsidiary		-			28,328
Change in fair value of convertible debt		21,000			(2,052,000	)
Gain (loss) on sales and disposal of assets		(163,248	)		46,818
Interest expense		(373,458	)		(945,545	)
Other expense		(131,597	)		(39,817	)
Total other expense		(71,620	)		(2,825,568	)

Loss before income tax		(16,210,718	)		(21,598,772	)
Income tax provision		-			-
Net loss	$	(16,210,718	)	$	(21,598,772	)

Comprehensive loss
Net loss		(16,210,718	)		(21,598,772	)
Foreign currency translation adjustment		(69,023	)		(96,319	)
Total comprehensive loss	$	(16,279,741	)	$	(21,695,091	)

Basic and diluted loss per ordinary share	$	(2.70	)	$	(21.91	)
Weighted average number of ordinary shares outstanding		5,996,887			985,717

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

F-4

Mainz Biomed N.V.

Consolidated Statements of Changes in Shareholders’ Equity

												Accumulated
	Ordinary shares					Additional						Other			Total
	Number of					paid-in			Accumulated			comprehensive			Shareholders’
	Shares			Amount		Capital			Deficit			loss			Equity
Balance, December 31, 2023		529,148		$	5,897	$	70,892,323		$	(67,092,885	)	$	(452,312	)	$	3,353,023
Sale of ordinary shares and warrants and prefunded warrants, exercise of prefunded warrants		805,141			7,714		13,757,003			-			-			13,764,717
Issuance of ordinary shares for conversion of debt		807,388			7,699		9,643,694			-			-			9,651,393
Issuance of ordinary shares for exercise of warrants		81,356			782		(782	)		-			-			-
Share based expense		96,400			962		985,958			-			-			986,920
Stock option expense recapture (Note 2)		-			-		(63,117	)		-			-			(63,117	)
Reverse stock split adjustment		(80	)		-		-			-			-			-
Net loss		-			-		-			(21,598,772	)		-			(21,598,772	)
Foreign currency translation		-			-		-			-			(96,319	)		(96,319	)
Balance, December 31, 2024		2,319,353		$	23,054	$	95,215,079		$	(88,691,657	)	$	(548,631	)	$	5,997,845
Sale of ordinary shares, warrants and prefunded warrants, exercise of prefunded warrants		5,288,222			59,593		6,056,586			-			-			6,116,179
Sale of ordinary shares		1,545,733			17,967		2,114,117			-			-			2,132,084
Share based expense		626,834			7,206		1,195,748			-			-			1,202,954
Stock option expense		-			-		1,472,279			-			-			1,472,279
Net loss		-			-		-			(16,210,718	)		-			(16,210,718	)
Foreign currency translation		-			-		-			-			(69,023	)		(69,023	)
Balance, December 31, 2025		9,780,142		$	107,820	$	106,053,809		$	(104,902,375	)	$	(617,654	)	$	641,600

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

F-5

Mainz Biomed N.V.

Consolidated Statements of Cash Flows

	Years ended
	December 31,
	2025			2024
Cash Flows From Operating Activities
Net loss	$	(16,210,718	)	$	(21,598,772	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share based compensation		1,202,954			986,920
Stock option expense (Note 2)		1,472,279			(63,117	)
Depreciation and amortization		615,720			696,629
Impairment loss		2,640,280			47,449
Bad debt recovery		-			(11,919	)
Inventory write down		312,151			186,338
Accretion expense		202,801			157,703
Change in fair value of convertible debt		(21,000	)		2,052,000
Gain on sale of subsidiary - related party		-			(28,328	)
(Gain) loss on sale and disposal of assets		163,248			(46,818	)
Non-cash lease expense		277,036			367,314
Changes in operating assets and liabilities:
Accounts and other receivable, net		114,630			20,554
Accounts receivable - related party		(43,792	)		(17,238	)
Inventories		(99,561	)		29,811
Prepaid expenses and other assets		791,288			109,246
Accounts payable and accrued liabilities (Note 2)		(2,073,730	)		210,017
Accounts payable and accrued expense - related party		3,557			(22,303	)
Deferred revenue		-			(135,724	)
Operating lease liabilities		(326,730	)		(269,016	)
Net cash used in operating activities		(10,979,587	)		(17,329,254	)

Cash Flows From Investing Activities
Proceeds from sale of subsidiary - related party		-			32,785
Payment for intangible asset		(700,000	)		-
Payment for intangible asset-related party		(350,000	)		(150,000	)
Purchase of property and equipment		(1,216	)		(104,949	)
Proceeds from sales of property and equipment		17,815			23,347
Net cash used in investing activities		(1,033,401	)		(198,817	)

Cash Flows From Financing Activities
Sale of ordinary shares, pre-funded warrants, and warrants		8,248,261			13,764,717
Proceeds from convertible debt		-			4,310,000
Repayments of convertible debt		(1,000,000	)		(1,179,833	)
Payments on silent partnerships		(243,405	)		-
Payments on loan payable		(241,816	)		(103,799	)
Net cash provided by financing activities		6,763,040			16,791,085

Effect of changes in exchange rates		(96,631	)		(98,269	)

Net change in cash		(5,346,579	)		(835,255	)
Cash at beginning of year		6,235,670			7,070,925
Cash at end of year	$	889,091		$	6,235,670

Supplemental cash flow information:
Interest expense	$	178,563		$	150,021
Income tax	$	-		$	-

Non-Cash Investing and Financing Activities
Right-of-use asset additions	$	312,021		$	48,272
Acquisition of intangible asset for structured payments	$	1,113,424		$	-
Issuance of ordinary shares for conversion of debt	$	-

SEC Form 10-K filed by Mainz Biomed N.V.