Quantum Cyber N.V.

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Comprehensive Loss

Condensed Consolidated Statements of Changes in Shareholders’ Equity

Condensed Consolidated Statements of Cash Flows

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2026

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Operations

Quantum Cyber N.V. (the “Company”) is domiciled in the Netherlands. As of March 31, 2026 the Company’s registered office is at Robert-Koch Strasse 50, 55129 Mainz, Germany with substantially all of its operations in Germany. The Company was formed in 2021 to acquire the business of Mainz Biomed Germany GmbH. On April 22, 2026, the Company’s shareholders approved change of its name, to Quantum Cyber N.V., In conjunction with the name change the Company changed its Nasdaq ticker symbol to QUCY.

Through the period ending March 31, 2026, the Company was engaged in developing and selling in-vitro diagnostic (“IVD”) tests for the early detection of cancer. The Company’s ColoAlert product was being marketed and sold in European markets and was developing its next-generation colorectal cancer screening product. During the period ending March 31, 2026 the Board of the Company made the decision to exit the colorectal cancer screening business and focus its effort on the development of its pancreatic cancer screening products and to explore new business opportunities in the post-Quantum cyber field.

Going concern

The Company’s consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.

As of March 31, 2026, the Company had an accumulated deficit of approximately $110.0 million, a net working capital deficit of approximately $3.5 million, and a cash balance of approximately $4.7 million. During the three months ended March 31, 2026, the Company incurred a net loss of approximately$5.1 million.

The Company has suffered recurring losses from operations, negative working capital and does not have an established source of revenues sufficient to cover its operating costs. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management evaluated conditions and events that raise substantial doubt and the Company’s plans to mitigate those conditions over the one-year look-forward period from the date these consolidated financial statements are issued.

The Company’s ability to continue as a going concern depends on its ability to successfully execute its business plan and eventually achieve profitable operations.

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business and maintaining its good standing in the industry. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, the Company has relied upon funds from its shareholders and loans from third parties. Management may raise additional capital through future public or private offerings of the Company’s share 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 shareholders.

Management’s plans also include reducing or deferring certain discretionary expenditures and pursuing strategic partnerships and/or revenue-generating contracts, however, there can be no assurance these plans will be effectively implemented or be successful.

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.

These 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company prepares its financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“GAAP”) in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2025, contained in the Company’s Form 10-K filed with the SEC on March 31, 2026.

The Company’s unaudited consolidated financial statements are expressed in United States dollars.

Consolidation Policy

Throughout these consolidated financial statements, Quantum Cyber N.V. and its directly and indirectly wholly owned subsidiaries, Mainz Biomed USA, Inc., and Mainz Biomed GmbH are referred to, collectively and individually as “Company”).

All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates are contained in the accompanying consolidated financial statements for the valuation of debt, leases, useful life of equipment, impairment analysis, warrants and stock options and other financial instruments.

Segment reporting

The Company applies the provisions of ASC 280, Segment Reporting. Operating segments are comprised of the components of an entity for which separate information is available to the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources and evaluate performance. During the period ending March 31, 2026, the Company consists of a single reporting segment: genetic diagnostic testing.

The Company operates as asingle operating segment and asingle reportable segment: genetic diagnostic testing. The Company's chief operating decision maker ("CODM") is its Chief Executive Officer.

The accounting policies of the genetic diagnostic testing segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the genetic diagnostic testing segment based on the Company’s net loss as reported on the statements of comprehensive loss as consolidated net loss and operating expense summary (Note 11). The Company’s segment assets are reported on the balance sheet as its total consolidated assets.

The following performance measures were used by the CODM:

Foreign Currency Translation

The Company translates its foreign operations to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.

The functional currency of Mainz Biomed GmbH is the Euro (EUR, €). These subsidiary financial statements are translated into U.S. dollars using the period-end exchange rates for assets and liabilities, average exchange rates during the corresponding period for revenue and expenses, and historical rates for equity. The gains and losses resulting from the translation of financial statements are recorded as a separate component of accumulated other comprehensive income (loss).

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

As of March 31, 2026 and December 31, 2025, the Company didnot have cash equivalents.

Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000 per institution in the U.S. The amount in excess of the Federal Deposit Insurance Corporation insurance as of March 31, 2026, was approximately $4.1 million. The Company has not experienced losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Intangible Assets

Intangible assets consist primarily of exclusive license agreements acquired from third parties. Acquired intangible assets with a finite life are initially recognized at fair value as of the acquisition date and are subsequently amortized on a straight-line basis over their estimated useful lives. Acquired indefinite-lived intangible assets are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.

The Company reviews the estimated useful lives of acquired intangible assets with a finite life at least annually.

Impairment of Long-Lived Assets and Definite-Lived Intangible Assets

Long-lived assets with finite lives, primarily, property and equipment and operating lease right-of-use assets, and definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value

Financial Instruments

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

The carrying values of the Company’s financial instruments include: cash, accounts receivable, prepaid and other current assets, accounts payable, accrued liabilities and other current liabilities, loan payable, convertible notes, notes payable and due from/to related parties. These financial instruments approximate their fair values due to their short-term maturities.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.

Revenue Recognition

Revenue is recognized upon the satisfaction of performance obligations. Performance obligations are satisfied at the point at which control of the goods or services are transferred to customers, in an amount that reflects the consideration the Company is entitled to receive for those goods and services.

Amounts collected from customers on behalf of third parties (e.g., sales and value-added taxes) are excluded from the transaction price and, therefore, from revenue under ASC 606. Such amounts are recorded as a liability until remitted to the respective authorities.

During the period ending March 31, 2026, the Company sold its genetic diagnostic testing kits to both laboratory partners and directly to patients who are the end users of the product. Upon the delivery of the Company’s products to laboratory partners the Company has completed its performance obligations and as such revenue is recorded upon delivery. Sales to patients, or end users, where samples are sent to the Company’s diagnostic lab for testing and evaluation, are recognized when they are delivered to the end user, returned to the Company’s laboratory, and testing results have been delivered. Until there is recognition from these sales, it is presented as deferred revenue on the Company’s statement of financial position.

The Company also provides certain diagnostic instruments to a laboratory partner and recognizes the related rental income on a straight-line basis over time on a monthly basis. Such rental income is presented within revenue.

Research and Development (R&D)

R&D expenses consist primarily of costs related to personnel expenses, clinical studies and outside services, and other R&D expenses. Clinical studies and outside services costs relate primarily to services performed by clinical research organizations and related clinical or development manufacturing costs, materials, and supplies, filing fees, regulatory support, and other third-party fees. Personnel expenses relate primarily to salaries and benefits. R&D expenditures are charged to operations as incurred.

Share-Based Compensation

The Company utilizes the Black-Scholes option pricing model to estimate the fair value of stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of the Company’s share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from the Company’s historical experience with share-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances. The Company accounts for stock option forfeitures as they occur.

The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on the Company’s Nasdaq-listed share price. Expected volatility is based on the historical stock price volatility of the Company’s common stock. Risk-free interest rates were obtained from U.S. Treasury rates for the applicable periods. The Company uses a simplified method for stock options in the expected term.

Net Income (Loss) Per Ordinary Share

Net loss per share requires presentation of basic and diluted earnings per ordinary share on the face of the Statements of Comprehensive loss for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation to diluted earnings per share. In the accompanying financial statements, basic net loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares and potentially dilutive outstanding shares during the period to reflect the potential dilution that could occur from ordinary shares issuable through contingent share arrangements and warrants unless the result would be antidilutive.

The dilutive effect of share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase ordinary shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares are included in the denominator of the diluted calculation for the entire period being presented.

For the three months ended March 31, 2026 and 2025, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive.

Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03Final Standard on Income Statement: Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance will be effective for us on January 1, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03.

In December 2025, the FASB issued ASU 2025-10,Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10.

In December 2025, the FASB issued ASU 2025-11,Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s financial statements.

NOTE 3 – DISCONTINUED OPERATION

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, including the intellectual property for each. The decision also resulted in the termination of all employees in the Company’s subsidiary in Germany, with substantially all termination dates between February and May 2026.

In connection with the investment (see Note 8), the Board appointed Mr. Lazar a temporary non-executive director and the Chair of the Board for a term ending on the date of the Company’s first general meeting held after the date of the Purchase Agreement. In connection with the Investment, the Company entered into Settlement Agreement and General and Mutual Releases (collectively, the “Settlement Agreements”) with two of the Company’s officers and three of the Company’s directors. The Settlement Agreements provide that upon the Final Closing, (i) the applicable director or officer shall generally release the Company from any claims, actions, or losses that such person may have against them and (ii) the Company shall similarly release such officer or director from any claims, action or losses that the Company may have against such person, provided that the Company remain obligated pursuant to maintain D&O insurance coverage, or a D&O tail policy, a that the Company make a payment to such person for any and all accrued and unpaid salary, Board approved bonus, twelve months healthcare continuation and such person’s contractual severance payment. The aggregate payments that the Company will need to make in connection with the Settlement Agreements to officers and directors of the Company are approximately $1.9 million.

The following is a summary of discontinued operations for the three months ended March 31, 2026 and 2025:

The following is a summary of the assets and liabilities held for sale as of March 31, 2026 and December 31, 2025:

The assets and liabilities are expected to be settled by mid 2026.

The following is a summary of discontinued cash flows for the three months ended March 31, 2026 and 2025:

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets at March 31, 2026 and December 31, 2025, consisted of the following:

NOTE 5 – INTANGIBLE ASSETS

Intangible assets at March 31, 2026 and December 31, 2025, consisted of the following:

Pancreatic Cancer Biomarker and Algorithm License Agreement

In March 2025, the Company entered into a license agreement with Liquid Biosciences (“Liquid”) to access and use a portfolio of novel mRNA biomarkers and related algorithms for the detection of pancreatic cancer through blood-based testing. Total consideration for the license is $1.2 million, payable in scheduled installments during 2025 and 2026. The Company recorded the acquired intellectual property as an infinite-lived intangible asset.

The Company capitalized the license costs as in-process research and development (“IPR&D”) and recorded the license as an intangible asset, with a corresponding liability for amounts unpaid.

As of December 31, 2025, the impairment assessment did not indicate any impairment of an infinite-lived intangible asset, and the Company concluded that the recoverability of an infinite-lived intangible asset was not affected.

During the three months ended March 31, 2026, the Company paid $300,000 to Liquid. As of March 31, 2026 and December 31, 2025, the recorded value of the remaining required payments totaled $197,537 and $487,785, respectively, which were recorded as an intellectual property acquisition liability on the Condensed Consolidated Balance Sheets.

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at March 31, 2026 and December 31, 2025, consisted of the following:

Retirement and Pension Plans

The Company maintains a defined contribution plan in the United States under Section 401(k) of the Internal Revenue Code. The plan covers eligible employees, and participants may elect to make contributions subject to applicable limits. The Company does not make employer contributions to the plan. Accordingly, no expense was recognized for employer contributions for the three months ended March 31, 2026 and 2025.

In Germany, the Company participates in government-mandated pension and social security programs. Contributions to these plans are required by law and are based on a percentage of employee compensation. The Company’s obligation is limited to the statutory contributions, which are recognized as expense in the period in which the related payroll costs are incurred. The Company has no further obligations beyond these contributions.

Total pension and related expense for the three months ended March 31, 2026 and 2025 was approximately $0 and $0, respectively, and consists solely of statutory contributions to government plans.

NOTE 7– LOAN PAYABLE

In November 2025, the Company entered into premium finance agreement to pay Director and Officer insurance. The loan repayment is $21,132 per month for ten (10) months, beginning December 2025, with an interest rate of 6.99% per annum.

In November 2024, the Company entered into premium finance agreement to pay Director and Officer insurance. The loan repayment is $20,389 per month for ten (10) months, beginning December 2024, with an interest rate of 8.99% per annum.

The Company repaid $63,530 and $57,623, respectively, for the three months ended March 31, 2026 and 2025. As of March 31, 2026 and December 31, 2025, the Company recorded loan payable of $126,791 and $183,706, respectively.

NOTE 8 – SHAREHOLDERS’ EQUITY

Authorized shares

In February 2026, the Company’s authorized shares increased to 45,000,000 ordinary shares with a par value of €0.01 per share and 5,000,000 preferred shares with a par value of €0.01 per share. The preferred shares are divided into five series, each consisting of 1,000,000 preferred shares. As of March 31, 2026, the Company’s authorized shares consists of 45,000,000 ordinary shares with a par value of €0.01 per share and 5,000,000 preferred shares with a par value of €0.01 per share.

Preferred shares

The Company designates the preferred shares with a par value of €0.01 each as follows:

On February 13, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mr. David Lazar that provides for the sale in a private placement of 1,000,000 each series A, B, C, D and E preferred shares. Series A Preferred Shares, Series B Preferred Shares and Series C Preferred shares are the “First Closing Shares”. Series D Preferred Shares and Series E Preferred shares are the “Second Closing Shares.”

Simultaneous to entering into the Purchase Agreement, the First Closing Shares were issued at a price of $1.00 per share for aggregate gross proceeds of $3 million (the “First Closing”). The Purchase Agreement also provides that Mr. Lazar will purchase and acquire the Second Closing Shares 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.

The Company evaluated the preferred shares under ASC 480 and ASC 815-40 and determined they meet permanent equity because they are not redeemable and do not embody an unconditional obligation to deliver cash or other assets. Further, the conversion features were determined to be indexed to its own stock and are to be classified in shareholders’ equity.

In March 2026, Mr. Lazar advanced $3 million for the Second Closing, which completed on April 22, 2026. As of March 31, 2026, the Company recorded the $3 million advance, as preferred shares payable under additional paid -in capital.

The following table summarizes the preferred share transactions, as disclosed on our Condensed Consolidated Statement of Changes in Shareholders’ Equity:

Ordinary shares

Holders of ordinary shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. The Company has not declared any dividends as of March 31, 2026 and December 31, 2025.

Equity Distribution Agreement

On October 3, 2025, the Company entered into an Equity Distribution Agreement (the “Sales Agreement”) with Maxim Group LLC (the “Sales Agent”), pursuant to which the Company may elect to sell, from time to time through the Sales Agent, the Company’s ordinary shares, having an aggregate offering amount of up to $10,000,000 (collectively, the “Offered Shares”). The Sales Agent of the program was entitled to commissions at a rate of 3.0% of the gross sales price per share of common share sold.

During the three months ended March 31, 2026, the Company issued ordinary shares as follows:

During the three months ended March 31, 2025, the Company issued ordinary shares as follows:

Carve out plan

On February 22, 2024, the Company’s Compensation Committee approved the carve-out plan (the “COP”) of Mainz Biomed USA, Inc. (“Mainz USA”) and the Board of Directors of Mainz USA approved the COP. The purpose of the COP is to promote the interests of Mainz USA by providing a payment opportunity to individuals providing services to Mainz USA upon the consummation of a corporate transaction or series of transactions resulting in a change of control of Mainz USA or the Company (a “Change of Control” and the completion of a Change of Control, the “Closing”).

Payment under the COP is based principally upon the carve-out pool amount which is equal to 13% of the aggregate pre-tax consideration (cash and fair market value of any securities or other consideration) payable in connection with a Change of Control that would be legally available for payment or distribution to Mainz USA, the Company or their respective shareholders in connection with a Change of Control (the “Consideration”). The COP provides for a carve-out pool equal to 13% of the Consideration less the aggregate severance payments contractually owed to all COP participants who have been informed on or before the Closing that their employment with Mainz USA will terminate on or within three months after the Closing. The carve-out pool will be allocated and paid to participants in the COP based on the product of the participant’s applicable carve-out percentage as defined in the COP.

Under the COP, participants may receive transaction carve-out equal to the carve-out pool amount multiplied by each participant’s carve-out percentage specified in such participant’s participation acknowledgment less that participant’s equity offset, as defined under the COP. Subject to the terms of the COP, payments under the COP will generally be paid in the same form (or forms) as the consideration received by shareholder of the Company in respect of their Company equity securities due to the change of control. The Compensation Committee had allocated 100% of the COP. The COP expired on December 31, 2025.

Stock options

In 2021, the Company’s shareholders adopted the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”). Under the 2021 Plan, the Company are authorized to issue equity incentives in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units, share appreciation rights, performance units or performance shares under separate award agreements. Under the 2021 Plan, the aggregate number of shares underlying awards that the Company could issue cannot exceed 2,300,000 ordinary shares.

In 2022, the Company’s shareholders adopted the Company’s 2022 Omnibus Incentive Plan (the (“2022 Plan”). Under the 2022 Plan, the Company are authorized to issue equity incentives in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units, share appreciation rights, performance units or performance shares under separate award agreements. Under the 2022 Plan, the aggregate number of shares underlying awards that the Company could issue cannot exceed 500,000 ordinary shares. In 2023, the Company amended the 2022 Plan to increase the aggregate number of shares underlying awards that the Company could issue to 875,000 ordinary shares.

In 2025, the Company’s shareholders adopted the Company’s 2025 Omnibus Incentive Plan (the (“2025 Plan”). Under the 2025 Plan, the Company are authorized to issue equity incentives in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units, share appreciation rights, performance units or performance shares under separate award agreements. Under the 2025 Plan, the aggregate number of shares that may be issued under all awards under the 2025 Plan will automatically increase on a quarterly basis on the first day of each quarter beginning on July 1, 2025 such that the aggregate number of Shares that may be issued under all awards under the Plan equals 15% (fifteen percent) of the total number of shares of ordinary shares outstanding on the last day of the immediately preceding fiscal quarter (or such lesser amount determined by the Board), assuming the conversion of any outstanding shares of preferred stock but excluding the conversion of any convertible securities, the exercise of any warrants or shares underlying any awards.

During the three months ended March 31, 2026 and 2025, the Company recorded stock option expense of $176,531 and $856,286, respectively, and unamortized expense of $289,156 as of March 31, 2026.

A summary of activity during the three months ended March 31, 2026, as follows:

Warrants

A summary of activity regarding warrants excluding pre-funded warrants issued as follows:

NOTE 9 - RELATED PARTY TRANSACTIONS

Accounts payable

At March 31, 2026 and December 31, 2025, the Company recorded accounts payable – related party of$0 and $13,956, respectively.

During the three months ended March 31, 2026 the Company issued 865,000 ordinary shares to management and the board of directors and recorded compensation expense of $692,000.

On March 28, 2026 the Company closed the sale of the ColoAlert assets to UTR, which included the ColoAlert intellectual property, customer located instrumentation, and certain consumables, and included the transfer of two equipment lease obligations. The purchase price for the assets was $348,966, which reduced the debt owed to UTR of $648,966. Upon settlement of accounts payable, accounts receivable, and lease obligations, the Company recognized a $114,000 loss, reported in other expenses within discontinued operations (Note 3).

NOTE 10 – COMMITMENTS AND CONTINGENCIES

From time-to-time, the Company is involved in legal proceedings. The Company records a liability for those legal proceedings when it determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred, however, the amount cannot be reasonably estimated. From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders.

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. During 2024 the Company had recorded an accrual for a potential arbitration loss. With the withdrawal of the arbitration the Company reversed that accrual in 2025. 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.

NOTE 11 –OPERATING EXPENSES

For the three months ended March 31, 2026 and 2025, operating expenses consisted of the following:

NOTE 12 – SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued and determined that no subsequent events had occurred that would require accrual or additional disclosures, other than the following:

On April 9, 2026, the Company entered into an asset purchase agreement (the “Agreement”) for the sale of its Next Gen IP to a third-party purchaser incorporated in Italy. Pursuant to the Agreement, the Company sold the Next Gen IP to the buyer for a payment of $1.25 million. The sale of the Next Gen IP closed on April 20, 2026. The agreement contains standard representations and warranties and indemnification provisions. As a result of the closing, the Company made contingent payments of approximately $713,0000, consisting of $613,000 to vendors and former employees and $100,000 to UTR.

On April 22, 2026, the Company held an Extraordinary General meeting. As a result of that meeting and the affirmative vote of shareholders of all matters proposed, the following actions were taken:

In April 2026 the Company presented clinical results related to pancreatic screening product line under development, at the American Association for Cancer Research (AACR) 2026 Annual Meeting. Those results were also presented in May at the Digestive Disease Week (DDW).

In May 2026 the Company entered into agreements with two strategic advisors. These agreements do not require any cash compensation and require the issuance of 1,125,000 ordinary shares over the period of May to November 2026.

On May 12, 2026, the “Company entered into an Intellectual Property License Agreement (the “License Agreement”) with BP United Inc., a Delaware corporation (“BP United”), pursuant to which BP United has granted to the Company an exclusive, sublicensable, perpetual, and fully paid-up worldwide license under certain intellectual property owned or controlled by BP United (the “Licensed Technology”), including patents, patent applications, trademarks, trade secrets, know-how, and other technology, to make, have made, use, offer to sell, sell, import, and otherwise exploit products and services incorporating the Licensed Technology (the “Licensed Products”). The Licensed Technology is applicable to multiple fields of use and applications, including, without limitation, drones, cyber technology, and other applications as the Company may determine.

The license granted under the License Agreement is not limited to any specific field of use, application, or industry. BP United has agreed not to, and not to grant others the right to, make, use, offer to sell, sell, import, or otherwise exploit Licensed Products or Licensed Technology during the term of the License Agreement worldwide. The Company may grant sublicenses under the license through multiple tiers, to any of its affiliates, subsidiaries, or third parties, at the Company’s sole discretion.

As consideration for the license and rights granted under the License Agreement, and subject to the satisfaction of certain conditions precedent, the Company has agreed to pay to BP United: (a) Five Million US Dollars ($5,000,000) in cash; and (b)20,000,000 shares of common stock of the Company (the “Licensor Consideration Shares”), in the form of restricted stock with a six-month lock-up period and a five percent (5%) average weighted volume restriction, issued at a price per share equal to the closing price on the date prior to the effective date of the License Agreement. The Licensor Consideration Shares will be issued pursuant to a securities purchase agreement between the Company and BP United in substantially the form attached to the License Agreement, to be entered into upon satisfaction of the conditions precedent set forth in the License Agreement. The Company’s obligation to pay the foregoing consideration is subject to certain conditions precedent, including the completion of intellectual property due diligence to the Company’s satisfaction in its sole discretion, the filing and acceptance by the United States Patent and Trademark Office of any corrective filings requested by the Company, the execution of the applicable securities purchase agreements, and the continued effectiveness of an Advisory Agreement (as described below). If such conditions precedent are not satisfied within ninety (90) days of the effective date of the License Agreement, the Company may terminate the License Agreement and the Supply Agreement (as described below) without any obligation to pay the consideration described above.

The License Agreement is effective in perpetuity unless earlier terminated. The Company may terminate the License Agreement at any time without cause upon thirty (30) business days’ written notice. Either party may terminate for material breach upon ninety (90) days’ written notice (subject to cure). In the event of termination by the Company for BP United’s material breach, the Company may elect to retain all rights and licenses on a fully paid-up, perpetual, irrevocable basis, and BP United is required to cooperate in a technology transfer.

BP United has represented and warranted, among other things, that the Licensed Technology is not in development and is ready for commercialization as of the effective date, and that BP United has not withheld any information material to the commercial readiness of the Licensed Technology.

The License Agreement also contains customary representations and warranties, indemnification provisions (including IP infringement indemnification by BP United), confidentiality obligations, patent prosecution and enforcement provisions, and intellectual property protection under Section 365(n) of the U.S. Bankruptcy Code.

Concurrently, the Company entered into an Advisory Agreement (the “Advisory Agreement”) with Alexander Gurevich, pursuant to which Mr. Gurevich has agreed to provide strategic advisory services to the Company, including attending four advisory meetings per year. As compensation for such services, the Company has agreed to issue to Mr. Gurevich 5,000,000 shares of restricted common stock of the Company. The Advisory Agreement has an initial term ofone year and contains customary non-solicitation, non-circumvention, and confidentiality provisions.

In connection with the License Agreement, the Company and BP United intend to enter into a Commercial Supply Agreement (the “Supply Agreement”). Under the Supply Agreement, BP United is the exclusive manufacturer and supplier of products incorporating the Licensed Technology (the “Products”) to the Company. The Company has agreed to purchase its requirements of Products exclusively from BP United, except following an Inability to Supply Event (as defined in the Supply Agreement), in which case the Company may, in its sole discretion, manufacture or have manufactured the Products using the Licensed Technology without limitation.

On May 14, 20261,333,333 warrants were exercised and the Company received $1,800,000 in proceeds from that exercise. On May 15, 20262,000,000 warrants were exercised and the Company expects to receive $2,700,000 in proceeds from that exercise between May 15-18, 2026.