Quantum Cyber completes $6M takeover: David Lazar gains 95% control, board overhauled

The company issued equity securities called Second Closing Shares without registering them with the SEC, using a private placement exemption under Section 4(a)(2) of the Securities Act. The specific details of the issuance are referenced in Item 1.01 of this same 8-K filing, which is not included in the provided text.

David Lazar acquired over 95% of the company's voting rights through a two-stage share purchase transaction, with closings on February 17, 2026 and April 22, 2026. This represents a complete change in control of the company, as Mr. Lazar now holds the overwhelming majority of voting power on a fully-diluted basis.

Quantum Cyber appointed two new directors, David Natan and Avraham Ben-Tzvi, following shareholder approval at an Extraordinary General Meeting. Mr. Natan brings extensive CFO and audit committee experience across multiple public companies and serves as the new Audit Committee Chair. Mr. Ben-Tzvi is a corporate and securities attorney who has served on multiple NASDAQ-listed company boards.

Four directors resigned simultaneously on the same day as the new appointments, representing a significant board turnover. The company states these resignations were not due to disagreements or for cause. Three of the departing directors (Dreismann, Hekland, Tibbits) served on all three board committees (Audit, Compensation, Nomination).

Guido Baechler, who also resigned from the board, stepped down as Co-CEO on the same date. The company states this was not due to any disagreement. This represents a significant leadership change at the executive level coinciding with the board restructuring.

Following the board changes, the company reconstituted all three board committees with new membership. The Audit Committee now consists of Liscouski, Natan (Chair), and Ben-Tzvi, with Natan qualified as an audit committee financial expert. The Compensation Committee includes Liscouski, Natan, and Lazar (with Ben-Tzvi as Chair), and the Nomination Committee comprises Liscouski (Chair), Natan, and Ben-Tzvi.

The board now consists of four directors: David Lazar, Robert Liscouski, David Natan, and Avraham Ben-Tzvi. Three of the four directors (Liscouski, Natan, Ben-Tzvi) are considered independent under NASDAQ rules and SEC standards, suggesting David Lazar is the non-independent director, likely due to an executive or other affiliated role.

The company completed the second closing of a previously disclosed private placement with David E. Lazar on April 22, 2026. This closing involved issuing 1,000,000 Series D preferred shares and 1,000,000 Series E preferred shares in exchange for $3 million (which had been pre-paid in March 2026). These preferred shares are convertible into up to 450 million ordinary shares, subject to shareholder approval.

Upon conversion, the Second Closing Shares alone would represent over 90% of the company's fully diluted ordinary shares. This represents extreme dilution to existing shareholders, effectively transferring control and overwhelming ownership to David E. Lazar. Combined with the first closing, the total investment of $6 million provides conversion rights into up to 477 million ordinary shares.

The company confirms that the first closing occurred on February 17, 2026, issuing Series A, B, and C preferred shares convertible into up to 27 million ordinary shares for $3 million. This was previously disclosed in the February 17, 2026 Form 8-K but is reiterated here for context regarding the overall transaction structure.

The company authorized conversion of all five series of preferred shares into ordinary shares at varying ratios. Series A, B, and C convert at 9:1, while Series D and E convert at 225:1. This creates potential for significant dilution if preferred shareholders exercise conversion rights.

The company changed its legal name from Mainz Biomed N.V. to Quantum Cyber N.V., suggesting a fundamental shift in business focus from biomed to cyber/technology. The ticker symbol remains QUCY and existing stock certificates remain valid.

Shareholders approved a reverse stock split with 2,409,405 votes for and 442,060 against. Reverse stock splits reduce the number of outstanding shares while proportionally increasing the share price, often used to meet exchange listing requirements or improve stock perception. The company will also amend its articles of association to implement this change.

Shareholders approved the appointment of Mr. D.E. Lazar as executive director and three non-executive directors (R. Liscouski, D. Natan, and A.S. Ben-Tzvi). These board changes represent new leadership that will guide company strategy and oversight.

Shareholders approved increasing the number of ordinary shares available under the 2025 Omnibus Incentive Plan with 2,145,118 votes for. This expansion allows the company to grant more equity-based compensation to employees and directors, which will dilute existing shareholders but may help attract and retain talent.

Shareholders authorized the board to issue ordinary shares with 2,475,216 votes for and only 43,901 against. This gives management flexibility to raise capital or issue shares for acquisitions or other corporate purposes, which could dilute existing shareholders.

The company filed an 8-K to disclose a deed of amendment dated April 22, 2026. The filing provides no details about the nature or substance of the amendment, only listing it as an exhibit. Without access to the exhibit content, the materiality and investor impact cannot be assessed from this 8-K body alone.