Form SCHEDULE 13D/A Quantum Cyber N.V. Filed by: Lazar David E.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Quantum Cyber N.V. (Name of Issuer) |
Ordinary Shares, nominal value (euro)0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
David E. Lazar 200 Connecticut Ave. Suite 400, Norwalk, CT, 06854 646-768-8417 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/05/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Lazar David E. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PORTUGAL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
477,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
94.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The figure reported in Items 7, 9, and 11 on this cover page includes (i) 55,057,500 Ordinary Shares of the Issuer, (ii) 196,942,500 Ordinary Shares of the Issuer issuable upon conversion of the Series D Preferred Shares of the Issuer, and (iii) 225,000,000 Ordinary Shares of the Issuer issuable upon conversion of the Series E Preferred Shares of the Issuer.
(2) The percentage reported in Item 13 on this cover page is based on (i) 84,068,192 Ordinary Shares of the Issuer outstanding as of August 7, 2026, as confirmed by the Issuer on August 7, 2026, (ii) 196,942,500 Ordinary Shares of the Issuer issuable upon conversion of the Series D Preferred Shares of the Issuer, and (iii) 225,000,000 Ordinary Shares of the Issuer issuable upon conversion of the Series E Preferred Shares of the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value (euro)0.01 per share | |
| (b) | Name of Issuer:
Quantum Cyber N.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
200 Connecticut Ave. Suite 400, Norwalk,
CONNECTICUT
, 06854. | |
Item 1 Comment:
The Issuer was formerly known as Mainz Biomed N.V. and changed its name to Quantum Cyber N.V. in April 2026.
This Amendment No. 1 to the Schedule 13D (this "Amendment") amends and supplements the initial Schedule 13D filed by David E. Lazar (the "Reporting Person") with the U.S. Securities and Exchange Commission (the "SEC") on April 28, 2026 (together with this Amendment, the "Schedule 13D" or the "Statement"). Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Schedule 13D. Except as amended, restated and/or supplemented by this Amendment, the Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and restated as follows:
"The principal business address of the Reporting Person is 200 Connecticut Ave. Suite 400, Norwalk, CT 06854." | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
"On August 5, 2026, the Reporting Person converted (i) 1,000,000 Series A Preferred Shares of the Issuer into 9,000,000 Ordinary Shares of the Issuer, (ii) 1,000,000 Series B Preferred Shares of the Issuer into 9,000,000 Ordinary Shares of the Issuer, (iii) 1,000,000 Series C Preferred Shares of the Issuer into 9,000,000 Ordinary Shares of the Issuer, and (iv) 124,700 Series D Preferred Shares of the Issuer into 28,057,500 Ordinary Shares of the Issuer (each of the foregoing for no additional consideration)." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
"The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page hereto." | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated as follows:
"Number of shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote:
See Item 7 on the cover page hereto.
(ii) shared power to vote or to direct the vote:
See Item 8 on the cover page hereto.
(iii) sole power to dispose or to direct the disposition of:
See Item 9 on the cover page hereto.
(iv) shared power to dispose or to direct the disposition of:
See Item 10 on the cover page hereto." | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated as follows:
"Except as disclosed in Item 3 of the Schedule 13D, which is incorporated herein by reference, no transactions in the Ordinary Shares of the Issuer were effected by the Reporting Person during the past 60 days or the since the most recent filing of Schedule 13D, whichever is less." | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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