Existing shareholders face near-total dilution — the new controlling shareholder can convert preferred shares into up to 450M ordinary shares (Series D + E) on top of the existing ~12.5M shares. Monitor for potential reverse stock split implementation and any subsequent business transformation or asset injection by the new controller. The stock is likely to trade at a significant discount to reflect the extreme dilution risk.
Price Chart
Executive Summary
David E. Lazar acquired over 95% voting control of Quantum Cyber N.V. (formerly Mainz Biomed) via a $6M private placement of convertible preferred shares, with the second closing on April 22, 2026, issuing Series D and E preferred shares convertible into 225M ordinary shares each. The company also changed its name, increased authorized shares from 45M to 900M, replaced four directors and the co-CEO, and approved a reverse stock split. This is a de facto change of control with massive potential dilution — the Second Closing Shares alone represented over 90% of fully diluted shares outstanding.
Key Financial Metrics
Key Facts
- David E. Lazar became holder of over 95% of voting rights on a fully-diluted basis after the second closing of a $6M private placement.
- Second Closing Shares (Series D and E preferred) issued on April 22, 2026, convertible into up to 225M ordinary shares each — representing over 90% of fully diluted shares outstanding.
- Authorized ordinary shares increased from 45M to 900M; authorized preferred shares increased from 5M to 100M.
- Company name changed from Mainz Biomed N.V. to Quantum Cyber N.V.
- Four directors (Guido Baechler, Dr. Heiner Dreismann, Hans Hekland, Greggory Tibbits) resigned; co-CEO Guido Baechler resigned.
- David Natan and Avraham Ben-Tzvi appointed to the board; new board consists of Lazar, Liscouski, Natan, and Ben-Tzvi.
- Shareholders approved a reverse stock split and amendment of articles of association.
- Total gross proceeds from the private placement were $6 million ($3M first closing in February, $3M second closing in April).
Financial Impact
Massive dilution: the Second Closing Shares represented over 90% of fully diluted shares outstanding. Total $6M investment gives Lazar >95% voting control of a company with a $7M market cap.
Risk Factors
- Massive dilution: Second Closing Shares alone represent >90% of fully diluted shares, potentially wiping out existing shareholders.
- Change of control gives David Lazar unilateral decision-making power with >95% voting control.
- Authorized share count increased 20x (45M to 900M), enabling further dilution without additional shareholder votes.
- Reverse stock split approved — may be used to maintain Nasdaq listing but does not address fundamental value destruction.
- Complete board and management turnover suggests a strategic pivot away from the original Mainz Biomed business.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-048635 |
| Document: ea028808301ex3-1.htm | 0001213900-26-048635 |
| Document: 0001213900-26-048635-index-headers.html | 0001213900-26-048635 |
| Document: 0001213900-26-048635-index.html | 0001213900-26-048635 |
| Document: 0001213900-26-048635.txt | 0001213900-26-048635 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | Press Release | $0.8515 | awaiting T+20 | — | $0.9050 (+6.28%) |
Oct 16, 2026 11d ago | 8-K | $1.07 | awaiting T+20 | — | $0.9050 (−15.42%) |
Oct 9, 2026 18d ago | 8-K | $1.03 | awaiting T+20 | — | $0.9050 (−12.14%) |
Oct 9, 2026 18d ago | 424B5 | $1.03 | awaiting T+20 | — | $0.9050 (+12.14%) |
Sep 28, 2026 29d ago | Press Release | $1.36 $0.8515 | ▼ −37.39% | ▼ −37.36% | $0.9050 (−33.46%) |
Sep 25, 2026 4w ago | 8-K | $1.37 $1.01 | ▼ −26.28% | ▼ −24.80% | $0.9050 (−33.94%) |
Sep 25, 2026 4w ago | Press Release | $1.37 $1.01 | ▼ −26.28% | ▼ −24.80% | $0.9050 (−33.94%) |
Aug 13, 2026 10w ago | Press Release | $1.42 $1.34 | ▼ −5.63% | ▼ −3.89% | $0.9050 (−36.27%) |
Jul 24, 2026 13w ago | 8-K | $1.08 $1.30 | ▲ +20.37% | ▲ +16.74% | $0.9050 (−16.20%) |
Jul 16, 2026 14w ago | Press Release | $1.19 | awaiting T+20 | — | $0.9050 (−23.95%) |
US Market Status
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