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

June 30, 2026

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Operations

Quantum Cyber N.V. (the “Company”) is domiciled in the Netherlands. The Company’s registered office is at 200 Connecticut Ave. Suite 400, Norwalk, Connecticut. Prior to May 2026, substantially all of the Company’s operations were in Germany. The Company (f/k/a Mainz Biomed N.V.) 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 February 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 six months ending June 30, 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.

During the three months ended June 30, 2026 the Company’s Board made a decision to enter into its first business in line with its expansion strategy. The Company launched its business focused on an autonomous defense platform in May 2026 and in both May and June entered into two worldwide exclusive fully paid licenses to support a line of drone products. Further, in June the Company entered into an agreement to acquire a plant and operating business to support the manufacture of those drones (the plant and company acquisition closed in July 2026).

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 and six months ended June 30, 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, Quantum Drones Corp., Mainz Biomed USA, Inc., and Mainz Biomed GmbH are referred to, collectively and individually as the “Company”).

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

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 June 30, 2026, the Company had an accumulated deficit of approximately $121.0 million, net working capital of approximately $13.7 million, and a cash balance of approximately $13.4 million. During the six months ended June 30, 2026, the Company incurred a net loss of approximately $16.1 million.

The Company has incurred recurring losses from operations and does not yet 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 may 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, will be sufficient to meet its planned expenditures and obligations for at least the one-year period following the issuance of its consolidated financial statements.

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.

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.

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 June 30, 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 June 30, 2026, was approximately $13.0 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 ended June 30, 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.

During the six months ended June 30, 2026, the Company did not generate any revenue from continuing operations. Prior revenue-generating operations are now classified as discontinued.

Research and Development (R&D)

R&D expenses consist primarily of costs related to personnel expenses, clinical studies and outside services, in process research and development (IPR&D) projects acquired via asset acquiring that have no alternative future use 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 period. 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 six months ended June 30, 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 OPERATIONS

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 related intellectual property. 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.

The following is a summary of discontinued operations for the three and six months ended June 30, 2026 and 2025:

The following is a summary of the assets and liabilities held for sale as of June 30, 2026 and December 31, 2025:

The assets and liabilities are expected to be settled during 2026.

The following is a summary of discontinued operations cash flows for the six months ended June 30, 2026 and 2025:

Sales of IP

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.

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 $713,000, consisting of $613,000 to vendors and former employees and $100,000 to UTR.

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets at June 30, 2026 and December 31, 2025, consisted of the following:

NOTE 5 – INTANGIBLE ASSETS

Intangible assets at June 30, 2026 and December 31, 2025, consisted of the following:

During the six months ended June 30, 2026 and 2025, the Company recorded amortization expense from continuing operations of $45,587 and $0, respectively.

Licensed Technology

BP United

On May 12, 2026, as amended, the Company entered into a license agreement with BP United for an exclusive, sublicensable, perpetual, fully paid-up, worldwide license (unrestricted field of use) to BP United’s patents, trademarks, trade secrets, and know-how, together with a worldwide non-compete covenant from BP United. 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. Consideration for the transaction was $1,000,000 cash and 20,000,000 restricted shares, vesting in four equal installments (September 30, 2026, March 31, 2027, June 30, 2027 and September 30, 2027).

The Company recognized Licensed Technology of $5,470,400, comprising $5,470,400 of stock payable within additional paid-in capital and prepaid technology expense of $1,000,000, related to twelve months of support by the licensor, recorded as the intellectual property acquisition liability. The Company used the grant-date price, net of discount for lack of marketability “DLOM” related to the issued shares being restricted (non-registered), of $0.2735/share for the 20,000,000 shares issued. As of June 30, 2026, the intellectual property acquisition liability remained outstanding at $1,000,000. The Company determined that the useful life of the license is 15 years.

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 indefinite-lived intangible asset.

The Company capitalized the license costs 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 indefinite -lived intangible asset, and the Company concluded that the recoverability of an indefinite -lived intangible asset was not affected.

During the six months ended June 30, 2026, the Company paid $500,000 and an intellectual property acquisition liability was fully paid off.

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at June 30, 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 and six months ended June 30, 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 six months ended June 30, 2026 and 2025 was approximately $0 and $0, respectively, and consists solely of statutory contributions to government plans.

NOTE 7– LOAN PAYABLE

In April 2026, the Company entered into premium finance agreement to pay Director and Officer insurance. The loan repayment is $21,761 per month for ten (10) months, beginning May 2026, with an interest rate of 8.50% per annum.

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. During the six months ended June 30, 2026, the Company paid the remaining balance and terminated the contract.

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. This was fully repaid during 2025.

The Company repaid $226,921 and $116,551, respectively, for the six months ended June 30, 2026 and 2025. As of June 30, 2026 and December 31, 2025, the Company recorded loan payable of $168,670 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.

On April 22, 2026, the Company’s authorized shares increased to 900,000,000 ordinary shares with a par value of €0.01 per share and 100,000,000 preferred shares with a par value of €0.01 per share. The preferred shares are divided into five series, each consisting of 20,000,000 preferred shares

As of June 30, 2026, the Company’s authorized shares consists of 900,000,000 ordinary shares with a par value of €0.01 per share and 100,000,000 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 Second Closing was completed on April 22, 2026.

In connection with the investment, 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 a 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 made in connection with the Settlement Agreements to officers and directors of the Company are approximately $1.9 million.

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 was completed on April 22, 2026.

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

Voting and Dividends

Holders of ordinary and preferred 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 June 30, 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. On June 7, 2026 the Company terminated this agreement.

During the six months ended June 30, 2026, the Company issued ordinary shares and ordinary shares to be issued as follows:

During the six months ended June 30, 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. In April 2026 the number of shares authorized under the 2025 Plan was increased to 10,000,000 shares.

During the three months ended June 30, 2026 and 2025, the Company recorded stock option expense (recapture of expense) of ($528,922) and $160,187, respectively. During the six months ended June 30, 2026 and 2025, the Company recorded stock option expense (recapture of expense) of ($352,391) and $1,016,473, respectively, and unamortized expense of $289,156 as of June 30, 2026.

A summary of activity during the six months ended June 30, 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 June 30, 2026 and December 31, 2025, the Company recorded accounts payable – related party of $0 and $13,956, respectively.

During the period ended June 30, 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 and six months ended June 30, 2026 and 2025, operating expenses consisted of the following:

On June 11, 2026, the Company entered into a license agreement with LightShift granting an exclusive, worldwide license to LightShift’s patent-protected quantum photonic array (“quantum antenna”) technology to develop, manufacture, and commercialize quantum antenna systems for UAV/drone platforms in defense and national-security applications. Consideration consists of $1,000,000 in cash, paid in installments, and 2,121,386 restricted shares. The agreement is subject to a performance condition requiring LightShift to deliver a demonstrable prototype by December 31, 2026 (extendable to March 31, 2027). LightShift has also agreed to a voting agreement supporting board-recommended proposals, and unvested shares (and, in the event of breach, vested shares) are subject to forfeiture or low-cost repurchase by the Company. As the license has a single use “field of use”, the license lacks alternative future use and should be expensed as IPR&D.

The Company recognized IPR&D expense of $4,258,449, comprising a $1,000,000 intellectual property acquisition liability and $3,258,449 representing 2,121,386 ordinary shares issued. The Company used the grant-date price, net of DLOM related to the non-registered status of shares issued, of $1.536/share to value the ordinary shares. During the six months ended June 30, 2026, the Company paid $250,000. As of June 30, 2026, the intellectual property acquisition liability remained outstanding at $750,000.

NOTE 12 - SEGMENT

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 June 30, 2026, the Company consists oftwo reporting segments: genetic diagnostic testing and Quantum Drones.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.

The accounting policies of the Diagnostic segment and Quantum Drones 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:

NOTE 13 – SUBSEQUENT EVENTS

Effective as of July 1, 2026, the Board of the Company appointed Louis Buffalino to serve as an independent director until the annual general meeting of the Company to be held in 2027 or until Mr. Buffalino’s successor is duly elected and qualified, or his earlier death, resignation or removal. Mr. Buffalino has also been appointed to each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Buffalino will receive the Company’s standard compensation for non-employee directors, which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 1, 2026.

Effective as of July 6, 2026, the Board of Directors (the “Board”) of Quantum Cyber N.V.(the “Company”) approved, and Quantum Drones Corporation (“Quantum Drones”), a wholly owned subsidiary of the Company, entered into, an executive employment agreement with Peter O’Rourke (the “Employment Agreement”), effective as of July 1, 2026, pursuant to which Mr. O’Rourke shall serve as the President of Quantum Drones. The Employment Agreement provides for an initial term of twelve months commencing on the Effective Date, followed by six automatic renewal periods unless either party provides at least 21 days prior written notice of non-renewal pursuant to the terms of the Employment Agreement.

On July 15, 2026, Quantum Drones Corporation (“Quantum Drones”), a wholly-owned subsidiary of Quantum Cyber N.V., closed both an Asset Purchase Agreement (the “APA”) and a Purchase and Sale Agreement (the “PSA”) with Arcade Technology LLC and Arcade Realty LLC, Connecticut limited liability companies (“Arcade Technology”). Pursuant to the APA, Quantum Drones purchased from Arcade Technology substantially all the assets of Arcade Technology used in Arcade Technology’s business of providing precision metal stamping services as well as tool design and manufacturing services under the trade name Arcade Metal Stamping (the “Business”), including the trade name “Arcade Metal Stamping,” inventory, furniture, equipment, intellectual property, customer contracts and lists, permits and licenses, phone numbers and email lists, assigned contracts, and goodwill (collectively, the “Acquired Assets”), excluding cash, accounts receivable, and all liabilities (the “Arcade Technology Acquisition”). Pursuant to the PSA the Company also acquired the plant and land on which the Arcade business is located. The Company’s intention is to build out the manufacturing capabilities at the plant for its Quantum Drones platform.

The closing consideration paid by Quantum Drones for the APA and PSA assets was $4,113,156.

On August 5, 2026 the holder of Series A, Series B, Series C and Series D preferred stock convertedone million preferred shares each of the Series A, Series B, and Series C preferred stock and 124,700 shares of Series D preferred stock. As a result of the conversions, the Series A, Series B and Series Cno longer have any shares outstanding. Thefour conversions resulted in the issuance of 55,057,500 ordinary shares. After the conversion there are 875,300 shares of Series D and 1,000,000 shares of Series E preferred shares outstanding.

During the period from July 1, 2026 to August 13, 2026 the Company issued the following shares and options: