NASDAQ: 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.

1

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.

2

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.

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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.

4

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.

5

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.

6

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.

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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

8

(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).