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Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 20 – SUBSEQUENT EVENTS

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

The Company made a payment of €10,035 (approximately $11,775) toward repayment of 2017 convertible loan, €7,500 (approximately $8,800) towards 2019 convertible loan balances, and a payment of €30,000 (approximately $35,204) toward repayment of June 2016 Silent Partnership note payable.

During January 2026, the Company issued 1,735,194 of the Company’s ordinary shares pursuant to the Company’s Equity Distribution Agreement (Note 13), pursuant to which the Company raised net proceeds of $2,088,238.

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 February 13, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) that provides for the sale in a private placement of:

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1,000,000 of the Company’s Series A preferred shares, with a par value of €0.01 per share (the “Series A Preferred Shares”), convertible into an aggregate of up to 9 million of the Company’s ordinary shares, with a par value of €0.01 per share (the “Ordinary Shares”), (b) 1,000,000 of the Company’s series B preferred shares, with a par value of €0.01 per share (the “Series B Preferred Shares”), convertible into an aggregate of up to 9 million Ordinary Shares and (c) 1,000,000 of the Company’s Series C preferred shares, with a par value of €0.01 per share (the “Series C Preferred Shares” and together with the Series A Preferred Shares and the Series B Preferred Shares, the “First Closing Shares”), convertible, subject to shareholder approval, into an aggregate of up to 9 million Ordinary Shares in exchange for $3 million; and

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1,000,000 of the Company’s series D preferred shares, with a par value of €0.01 per share (the “Series D Preferred Shares”), convertible into an aggregate of up to 225 million Ordinary Shares and (b) 1,000,000 of the Company’s series E preferred shares, with a par value of €0.01 per share (the “Series E Preferred Shares”, together with the Series D Preferred Shares, the “Second Closing Shares”), convertible, subject to shareholder approval, into an aggregate of up to 225 million Ordinary Shares in exchange for an additional $3 million (collectively, the “Investment”).

The First Closing Shares and the Second Closing Shares (together the “Preferred Shares”), upon becoming fully convertible, will represent in excess of 95% of the Company’s issued and outstanding Ordinary Shares on a fully diluted basis as of the Second Closing with no additional share issuances prior to the Final Closing.

Simultaneous to entering into the Purchase Agreement on February 13, 2026, 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 contemplates that Mr. Lazar will separately purchase and acquire the Second Closing Shares as soon as practicable after the Company receive the Conversion Approval (as defined below) 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. In March 2026 Mr. Lazar prepaid the $3 million for the Second Closing which is expected in April 2026. Pursuant to the Purchase Agreement, the net proceeds of the Investment will be used for the Company’s operations, including for general corporate and working capital purposes, for expenses related to the Investment and to satisfy certain agreed upon obligations. In connection with the Investment, the Company’s board of directors (the “Board”) appointed Mr. Lazar as a director immediately prior to the First Closing.

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, which were primarily the two lines intellectual property. The decision also resulted in the termination of all employees in the Company’s subsidiary in Germany, with termination dates between February and May 2026. As a result of the closing of subsidiary and proposed sales of intellectual property, the Company has recorded an impairment loss on the value of the intellectual property of $2,640,280 in 2025.

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, resulting in a net payment to UTR of $300,000 at closing.

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 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 us from any claims, actions, or losses that such person may have against us 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. Additionally, the Company expect to incur approximately $800,000 of severance payments to employees not included in the Settlement Agreements.

During February 2026, employees, officers and directors of the Company were granted 1,000,000 restricted shares pursuant to the Company’s 2025 Omnibus Incentive Plan.

In conjunction with the wind down of its colorectal cancer business, the Company ceased enrollment in its eAArly DETECT clinical study. To close out its contract with the clinical research organization running that study the Company made a payment of $200,000.

On March 11, 2026, the Company announced the appointment of Robert Liscouski as its non-executive Chairman, with David Lazar assuming the position of director and co-CEO. These changes were made to align the Company’s strategy to expand its business focus in the area of post-quantum cybersecurity, while continuing to pursue the commercialization of its blood-based pancreatic cancer detection product candidate.

On March 13, 2026, the Company announced its intention to change its name, subject to shareholder approval, to Quantum Cyber N.V., while using the name Quantum Cyber as a d/b/a until that time. In conjunction with the name change the Company changed its Nasdaq ticker symbol to QUCY.