Quantum Cyber N.V.（前稱 Mainz Biomed N.V.）提交了截至 2026 年 3 月 31 日止三個月的 10-Q 季度報告

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarter ended March 31, 2026

 

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                     
to                     

 

Commission file number: 001-41010

 

Quantum Cyber N.V.

(Exact Name of Registrant as Specified in Its Charter) 

 

 The Netherlands   N/A
 (State or other jurisdiction of
 incorporation or organization)   (I.R.S. Employer
 Identification No.)
 

 

1501 Belvedere Road Suite 500, West Palm Beach,
FL 33406 

(Address of principal executive offices)

 

+1 (561) 562-4111 

(Issuer’s telephone number)

 

 

(Former name or former address, if changed since
last report.)

 

Securities registered pursuant to Section 12(b)
of the Act: None.

 

Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No  ☐

 

Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒   No  ☐

 

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Large accelerated filer ☐ Accelerated filer ☐
 Non-accelerated filer ☒ Smaller reporting company ☒
   Emerging growth company ☒
 

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐   No  ☒

 

As of May 14, 2026, 14,661,169 ordinary shares,
nominal value €0.01 per share, were issued and outstanding.

 

 

 

 
 

 
 

 

 

QUANTUM CYBER N.V.

 

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

 

TABLE OF CONTENTS

 

 
  
  
 Page

 
 Part I. Financial Information
  
 1

 
 Item 1.
 Financial Statements
  
 1

 
 Item 2.
 Management’s Discussion and Analysis of Financial Condition and Results of Operations
  
 20

 
 Item 3. 
 Quantitative and Qualitative Disclosures Regarding Market Risk
  
 26

 
 Item 4.
 Controls and Procedures
  
 26

 
 Part II. Other Information
  
 28

 
 Item 1.
 Legal Proceedings
  
 28

 
 Item 1A.
 Risk Factors
  
 28

 
 Item 2.
 Unregistered Sales of Equity Securities and Use of Proceeds
  
 28

 
 Item 3.
 Defaults Upon Senior Securities
  
 28

 
 Item 4. 
 Mine Safety Disclosures
  
 28

 
 Item 5.
 Other Information
  
 28

 
 Item 6. 
 Exhibits
  
 28

 
 Part III. Signatures
  
 29

 

 

 
i

 
 

 

 

PART 1 – FINANCIAL INFORMATION

 

 Item 1. Financial Statements.

 

Quantum Cyber N.V.

(formerly Mainz Biomed N.V.)

Condensed Consolidated Balance Sheets

(Unaudited)

 

 
   
 March 31,  
 December 31, 

 
   
 2026  
 2025 

 
 ASSETS 
    
   

 
 Current Assets 
    
   

 
 Cash 
 $4,450,193  
 $701,602 

 
 Prepaid expenses and other current assets 
  265,930  
  466,743 

 
 Assets held for sale 
  1,888,410  
  3,045,627 

 
 Total current assets 
  6,604,533  
  4,213,972 

 
   
     
    

 
 Intangible assets 
  1,113,424  
  1,113,424 

 
 Total assets 
 $7,717,957  
 $5,327,396 

 
   
     
    

 
 LIABILITIES AND SHAREHOLDERS' EQUITY 
     
    

 
 Current Liabilities 
     
    

 
 Accounts payable and accrued liabilities 
 $715,805  
 $172,109 

 
 Accounts payable and accrued liabilities - related party 
  -
  
  13,956 

 
 Loan payable 
  126,791  
  183,706 

 
 Intellectual property acquisition liability 
  197,537  
  487,785 

 
 Liabilities held for sale 
  2,088,532  
  3,828,240 

 
 Total current liabilities 
  3,128,665  
  4,685,796 

 
   
     
    

 
 Total liabilities 
  3,128,665  
  4,685,796 

 
   
     
    

 
 Shareholders' equity 
     
    

 
 Preferred share, a par value of € 0.01, 5,000,000 shares authorized, 
   
  
   
 

 
 Series A Preferred share, a par value of € 0.01, 1,000,000 shares designated 1,000,000 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 
  11,868  
  -
 

 
 Series B Preferred share, a par value of € 0.01, 1,000,000 shares designated 1,000,000 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 
  11,868  
  -
 

 
 Series C Preferred share, a par value of € 0.01, 1,000,000 shares designated 1,000,000 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 
  11,868  
  -
 

 
 Series D Preferred share, a par value of € 0.01, 1,000,000 shares designated 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025 
  -
  
  -
 

 
 Series E Preferred share, a par value of € 0.01, 1,000,000 shares designated 0 shares issued and outstanding 
  -
  
  -
 

 
 Ordinary shares, a par value of € 0.01, 45,000,000 shares authorized, 12,515,336 and 9,780,142 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 
  140,002  
  107,820 

 
 Additional paid-in capital 
  115,050,793  
  106,053,809 

 
 Accumulated deficit 
  (109,984,357) 
  (104,902,375)

 
 Accumulated other comprehensive loss 
  (652,750) 
  (617,654)

 
 Total shareholders' equity 
  4,589,292  
  641,600 

 
   
     
    

 
 Total liabilities and shareholders' equity 
 $7,717,957  
 $5,327,396 

 

 

The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.

 

 
1

 
 

 

 

Quantum Cyber N.V.

(formerly Mainz Biomed N.V.)

Condensed Consolidated Statements of Comprehensive
Loss

(Unaudited)

 

 
   
 Three months ended 

 
   
 March 31, 

 
   
 2026  
 2025 

 
   
    
   

 
 Revenue 
 $-
  
 $-
 

 
   
     
    

 
 Operating expenses: 
     
    

 
 Sales and marketing 
  281,903  
  1,160,575 

 
 Research and development 
  59,300  
  88,748 

 
 General and administrative 
  2,121,840  
  1,496,202 

 
 Total operating expenses 
  2,463,043  
  2,745,525 

 
   
     
    

 
 Loss from operations 
  (2,463,043) 
  (2,745,525)

 
   
     
    

 
 Other income (expense) 
     
    

 
 Other income 
  14,540  
  14,015 

 
 Interest expense 
  (15,175) 
  (30,534)

 
 Other expense 
  (21,917) 
  (5,413)

 
 Total other expense 
  (22,552) 
  (21,932)

 
   
     
    

 
   
     
    

 
 Loss before income tax 
  (2,485,595) 
  (2,767,457)

 
 Income tax provision 
  -
  
  -
 

 
 Loss from continuing operations 
  (2,485,595) 
  (2,767,457)

 
   
     
    

 
 Loss from discontinued operations 
  (2,596,387) 
  (2,235,434)

 
   
     
    

 
 Net loss 
 $(5,081,982) 
 $(5,002,891)

 
   
     
    

 
 Comprehensive loss 
     
    

 
 Net loss 
  (5,081,982) 
  (5,002,891)

 
 Foreign currency translation adjustment 
  (35,096) 
  163,849 

 
 Total comprehensive loss 
 $(5,117,078) 
 $(4,839,042)

 
   
     
    

 
 Basic and diluted loss per ordinary share 
     
    

 
 Net loss 
 $(0.43) 
 $(1.46)

 
 Loss from continuing operations 
 $(0.21) 
 $(0.81)

 
 Loss from discontinued operations 
 $(0.22) 
 $(0.65)

 
   
     
    

 
 Weighted average number of ordinary shares outstanding 
  11,799,424  
  3,430,902 

 

 

The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.

 

 
2

 
 

 

 

Quantum Cyber N.V.

(formerly Mainz Biomed N.V.)

Condensed Consolidated Statements of Changes
in Shareholders’ Equity

(Unaudited)

 

 
   
 Preferred shares  
 Ordinary shares  
 Additional  
    
 Accumulated

Other  
 Total 

 
   
 Number of  
    
 Number of  
    
 paid-in  
 Accumulated  
 comprehensive  
 Shareholders' 

 
   
 Shares  
 Amount  
 Shares  
 Amount  
 Capital  
 Deficit  
 loss  
 Equity 

 
 Balance, December 31, 2025 
  -
  
 $-
  
  9,780,142  
 $107,820  
 $106,053,809  
 $(104,902,375) 
 $(617,654) 
 $641,600 

 
   
     
     
     
     
     
     
     
    

 
 Issuance of preferred shares 
  3,000,000  
  35,604  
  -  
  -
  
  2,964,396  
  -
  
  -
  
  3,000,000 

 
 Issuance of ordinary shares 
  -  
  -
  
  1,735,194  
  20,314  
  2,067,925  
  -
  
  -
  
  2,088,239 

 
 Share based expense 
  -  
  -
  
  1,000,000  
  11,868  
  788,132  
  -
  
  -
  
  800,000 

 
 Stock option expense 
  -  
  -
  
  -  
  -
  
  176,531  
  -
  
  -
  
  176,531 

 
 Preferred shares payable 
  -  
  -
  
  -  
  -
  
  3,000,000  
  -
  
  -
  
  3,000,000 

 
 Net loss 
  -  
  -  
  -  
  -  
  -  
  (5,081,982) 
  -  
  (5,081,982)

 
 Foreign currency translation 
  -  
  -
  
  -  
  -
  
  -
  
  -
  
  (35,096) 
  (35,096)

 
 Balance, March 31, 2026 
  3,000,000  
 $35,604  
  12,515,336  
 $140,002  
 $115,050,793  
 $(109,984,357) 
 $(652,750) 
 $4,589,292 

 

 

 
   
 Ordinary shares  
 Additional  
    
 Accumulated

Other  
 Total 

 
   
 Number of  
    
 paid-in  
 Accumulated  
 comprehensive  
 Shareholders' 

 
   
 Shares  
 Amount  
 Capital  
 Deficit  
 Loss  
 Equity 

 
 Balance, December 31, 2024 
  2,319,353  
 $23,054  
 $95,215,079  
 $(88,691,657) 
 $(548,631) 
 $5,997,845 

 
 Share issuance for exercise of pre-funded warrants 
  665,000  
  6,982  
  (6,317) 
  -
  
  -
  
  665 

 
 Share based expense 
  54,500  
  566  
  362,964  
  -
  
  -
  
  363,530 

 
 Stock option expense 
  -  
  -  
  856,286  
  -
  
  -
  
  856,286 

 
 Net loss 
  -  
  -  
  -  
  (5,002,891) 
  -  
  (5,002,891)

 
 Foreign currency translation 
  -  
  -
  
  -
  
  -
  
  163,849  
  163,849 

 
 Balance, March 31, 2025 
  3,038,853  
 $30,602  
 $96,428,012  
 $(93,694,548) 
 $(384,782) 
 $2,379,284 

 

 

The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.

 

 
3

 
 

 

 

Quantum Cyber N.V.

(formerly Mainz Biomed N.V.)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 
   
 Three months ended 

 
   
 March 31, 

 
   
 2026  
 2025 

 
 Cash Flows From Operating Activities 
    
   

 
 Net loss 
 $(5,081,982) 
 $(5,002,891)

 
 Adjustments to reconcile net loss to net cash used in operating activities: 
     
    

 
 Share based compensation 
  800,000  
  363,530 

 
 Stock option expense 
  176,531  
  856,286 

 
 Depreciation and amortization 
  58,000  
  160,849 

 
 Impairment loss of property and equipment 
  538,393  
  -
 

 
 Bad debt expense 
  -
  
  2,407 

 
 Inventory write down 
  68,330  
  16,183 

 
 Accretion expense 
  22,217  
  33,836 

 
 Gain on settlement of intellectual property acquisition liability - related party 
  (348,966) 
  -
 

 
 Gain on settlement of Note payable - silent partnership 
  (70,246) 
  (3,276)

 
 Loss on sale and disposal of assets 
  302,592  
  -
 

 
 Non-cash lease expense 
  87,883  
  44,299 

 
 Changes in operating assets and liabilities: 
     
    

 
 Accounts and other receivable, net 
  4,870  
  35,998 

 
 Accounts receivable - related party 
  61,030  
  (49,693)

 
 Inventories 
  148,064  
  (161,801)

 
 Prepaid expenses and other assets 
  84,287  
  318,681 

 
 Accounts payable and accrued liabilities 
  542,688  
  (492,514)

 
 Accounts payable and accrued expense - related party 
  (13,956) 
  38,568 

 
 Operating lease liabilities 
  (87,728) 
  (102,535)

 
 Net cash used in operating activities 
  (2,707,993) 
  (3,942,073)

 
   
     
    

 
 Cash Flows From Investing Activities 
     
    

 
 Payment for intangible asset 
  (300,000) 
  -
 

 
 Payment for intangible asset - related party 
  (350,000) 
  (200,000)

 
 Purchase of property and equipment 
  (658) 
  (1,216)

 
 Other investing cash flows 
  -
  
  3,174 

 
 Net cash used in investing activities 
  (650,658) 
  (198,042)

 
   
     
    

 
 Cash Flows From Financing Activities 
     
    

 
 Proceeds from exercise of pre-funded warrants 
  -
  
  665 

 
 Proceeds from issuance of preferred shares and preferred stock payable 
  6,000,000  
  -
 

 
 Proceeds from issuance of ordinary shares 
  2,088,238  
  -
 

 
 Repayments of convertible debt 
  (20,529) 
  (300,000)

 
 Payments on silent partnerships 
  (736,954) 
  -
 

 
 Payments on loan payable 
  (63,530) 
  (57,623)

 
 Net cash provided by (used in) financing activities 
  7,267,225  
  (356,958)

 
   
     
    

 
 Effect of changes in exchange rates 
  (44,699) 
  96,829 

 
   
     
    

 
 Net change in cash 
  3,863,875  
  (4,400,244)

 
 Cash at beginning of period 
  889,091  
  6,235,669 

 
 Cash at end of period 
 $4,752,966  
 $1,835,425 

 
   
     
    

 
 Cash at end of period - continuing operations 
 $4,450,193  
 $1,693,054 

 
 Cash at end of period - discontinued operations 
 $302,773  
 $142,371 

 
   
     
    

 
 Supplemental cash flow information: 
     
    

 
 Interest expense 
 $6,615  
 $33,411 

 
 Income tax 
 $-
  
 $-
 

 
   
     
    

 
 Non-Cash Investing and Financing Activities 
     
    

 
 Right of use asset additions 
 $-
  
 $54,080 

 

 

The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.

 

 
4

 
 

 

 

Quantum Cyber N.V.

(formerly Mainz Biomed N.V.)

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.

 

 
5

 
 

 

 

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 a single operating segment and a single 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:

 

 
   
 For the 

Three Months Ended

 March 31, 

 
 Income Statement 
 2026  
 2025 

 
 Operating expense summary (Note 11): 
    
   

 
 Sales and marketing: 
 $281,903  
 $1,160,575 

 
 Research and development: 
  59,300  
  88,748 

 
 General and administrative: 
  2,121,840  
  1,496,202 

 
 Total operating expenses 
 $2,463,043  
 $2,745,525 

 
 Net loss 
 $5,081,982  
 $5,002,891 

 

 

 
 Balance Sheet 
 March 31, 
 2026  
 December 31, 
 2025 

 
 Total Assets 
 $7,717,957  
 $5,327,396 

 

  

 
6

 
 

 

 

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 did not 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:

 

●Level
1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

 
7

 
 

 

 

●Level
2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets
with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable market data.

 

●Level
3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement
of the fair value of the assets or liabilities.

 

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.

 

 
8

 
 

 

 

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.

 

 
   
 Three months ended 

 
   
 March 31, 

 
   
 2026  
 2025 

 
 Stock option 
  449,480  
  461,605 

 
 Warrant 
  8,805,020  
  3,504,308 

 
 Convertible debt 
  2,464  
  72,464 

 
   
  9,256,964  
  4,038,377 

 

 

 
9

 
 

 

 

Recently issued accounting pronouncements
not yet adopted

 

In November 2024, the FASB issued ASU 2024-03 Final
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.

 

 
10

 
 

 

 

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

 

 
   
 Three months ended 

 
   
 March 31, 

 
   
 2026  
 2025 

 
   
    
   

 
 Revenue 
 $141,029  
 $115,114 

 
 Revenue - related party 
  29,076  
  37,291 

 
 Total revenue 
  170,105  
  152,405 

 
 Cost of revenue 
  63,951  
  46,745 

 
 Gross profit 
  106,154  
  105,660 

 
   
     
    

 
 Operating expenses: 
     
    

 
 Sales and marketing 
  393,275  
  176,400 

 
 Research and development 
  1,152,082  
  1,572,360 

 
 Research and development - related party 
  -
  
  52,437 

 
 General and administrative 
  589,717  
  478,638 

 
 Impairment loss of property and equipment 
  538,393  
  -
 

 
 Total operating expenses 
  2,673,467  
  2,279,835 

 
   
     
    

 
 Loss from operations 
  (2,567,313) 
  (2,174,175)

 
   
     
    

 
 Other income (expense) 
     
    

 
 Other income 
  103,885  
  16,026 

 
 Interest expense 
  (5,850) 
  (36,390)

 
 Other expense 
  (127,109) 
  (40,895)

 
 Total other expense 
  (29,074) 
  (61,259)

 
   
     
    

 
 Loss before income tax 
  (2,596,387) 
  (2,235,434)

 
 Income taxes provision 
  -
  
  -
 

 
 Loss from discontinued operation 
 $(2,596,387) 
 $(2,235,434)

 

 

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

 

 
   
 March 31,  
 December 31, 

 
   
 2026  
 2025 

 
 Assets 
    
   

 
 Current Assets 
    
   

 
 Cash 
 $302,773  
 $187,489 

 
 Trade receivables, net 
  12,049  
  17,348 

 
 Trade receivables - related party 
  -
  
  61,030 

 
 Inventories 
  -
  
  216,888 

 
 Prepaid expenses and other current assets 
  231,092  
  190,567 

 
 Property and equipment, net 
  180,073  
  1,094,949 

 
 Right-of-use assets, net 
  1,162,423  
  1,277,356 

 
 Total current assets held for sale 
  1,888,410  
  3,045,627 

 
   
     
    

 
 Total assets held for sale 
 $1,888,410  
 $3,045,627 

 
   
     
    

 
 LIABILITIES 
     
    

 
 Current Liabilities 
     
    

 
 Accounts payable and accrued liabilities 
 $651,463  
 $750,375 

 
 Accounts payable and accrued expense - related party 
  -
  
  13,956 

 
 Convertible debt 
  60,335  
  82,305 

 
 Silent partnership 
  144,517  
  956,902 

 
 Intellectual property acquisition liability - related party 
  -
  
  676,096 

 
 Lease liabilities 
  1,232,217  
  1,348,606 

 
 Total current liabilities held for sale 
  2,088,532  
  3,828,240 

 
   
     
    

 
 Total liabilities held for sale 
 $2,088,532  
 $3,828,240 

 

 

 
11

 
 

 

 

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:

 

 
   
 Three months ended 

 
   
 March 31, 

 
   
 2026  
 2025 

 
 Cash Flows From Operating Activities 
    
   

 
 Net loss 
 $(2,596,387) 
 $(2,235,434)

 
 Adjustments to reconcile net loss to net cash used in operating activities: 
     
    

 
 Depreciation and amortization 
  58,000  
  160,919 

 
 Impairment loss 
  538,393  
  -
 

 
 Bad debt expense 
  -
  
  2,407 

 
 Inventory write down 
  68,330  
  16,183 

 
 Accretion expense 
  5,850  
  33,836 

 
 Gain on settlement of intellectual property acquisition liability - related party 
  (348,966) 
  -
 

 
 Gain on settlement of Note payable - silent partnership 
  (70,246) 
  (3,276)

 
 (Gain) loss on sale and disposal of assets 
  302,592  
  -
 

 
 Non-cash lease expense 
  87,883  
  44,299 

 
 Changes in operating assets and liabilities: 
     
    

 
 Accounts and other receivable, net 
  4,870  
  35,998 

 
 Accounts receivable - related party 
  61,030  
  (49,693)

 
 Inventories 
  148,064  
  (161,801)

 
 Prepaid expenses and other assets 
  (45,756) 
  (53,055)

 
 Accounts payable and accrued liabilities 
  31,178  
  (381,795)

 
 Accounts payable and accrued expense - related party 
  -
  
  (47,025)

 
 Operating lease liabilities 
  (87,728) 
  (102,535)

 
 Net cash used in operating activities 
  (1,842,893) 
  (2,740,972)

 
   
     
    

 
 Cash Flows From Investing Activities 
     
    

 
 Payment for intangible asset - related party 
  (350,000) 
  (200,000)

 
 Purchase of property and equipment 
  (658) 
  (1,216)

 
 Other investing cash flows 
  -
  
  3,174 

 
 Net cash used in investing activities 
  (350,658) 
  (198,042)

 
   
     
    

 
 Cash Flows From Financing Activities 
     
    

 
 Proceeds from inter-company loans 
  3,111,017  
  2,806,493 

 
 Repayments of convertible debt 
  (20,529) 
  -
 

 
 Payments on silent partnerships 
  (736,954) 
  -
 

 
 Net cash provided by financing activities 
  2,353,534  
  2,806,493 

 
   
     
    

 
 Effect of changes in exchange rates 
  (44,699) 
  96,725 

 
   
     
    

 
 Net change in cash 
  115,284  
  (35,796)

 
 Cash at beginning of period 
  187,489  
  178,167 

 
 Cash at end of period 
 $302,773  
 $142,371 

 
   
     
    

 
 Supplemental cash flow information: 
     
    

 
 Interest expense 
 $-
  
 $-
 

 
 Income tax 
 $-
  
 $-
 

 
   
     
    

 
 Non-Cash Investing and Financing Activities 
     
    

 
 Right of use asset additions 
 $-
  
 $54,080 

 

 

 
12

 
 

 

 

NOTE 4 – PREPAID AND OTHER CURRENT
ASSETS

 

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

 

 
   
 March 31,  
 December 31, 

 
   
 2026  
 2025 

 
 Prepaid insurance 
 $193,330  
 $208,989 

 
 Other prepaid expense 
  -
  
  80,038 

 
 Prepaid stock-based payments 
  72,600  
  145,200 

 
 VAT receivable 
  -
  
  32,516 

 
   
 $265,930  
 $466,743 

 

 

NOTE 5 – INTANGIBLE ASSETS

 

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

 

 
   
 March 31,  
 December 31, 

 
   
 2026  
 2025 

 
 Pancreatic cancer intellectual property 
 $1,113,424  
 $1,113,424 

 
 Accumulated amortization 
  -
  
  -
 

 
   
 $1,113,424  
 $1,113,424 

 

  

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.

 

 
13

 
 

 

 

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES

 

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

 

 
   
 March 31,  
 December 31, 

 
   
 2026  
 2025 

 
 Accounts payable 
 $150,205  
 $60,663 

 
 Accrued expenses 
  19,652  
  55,822 

 
 Payroll liabilities 
  544,000  
  55,624 

 
 VAT payable 
  1,948  
  -
 

 
   
 $715,805  
 $172,109 

 

 

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.

 

 
14

 
 

 

 

Preferred shares

 

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

 

●1,000,000
of the series A preferred shares, with a par value of €0.01 per share convertible into an aggregate of up to 9 million of the Company’s
ordinary shares

 

●1,000,000
of the series B preferred sh