NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Operations

Quantum Cyber N.V. (the “Company”) is domiciled in the Netherlands. The Company’s principal executive offices are located at 200 Connecticut Avenue, 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 the change of its name to Quantum Cyber N.V. In conjunction with the name change the Company changed its ticker symbol on The Nasdaq Stock Market LLC (“Nasdaq”) 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 the Company was developing its next-generation colorectal cancer screening product. In February 2026, the Board of the Company made the decision to exit the colorectal cancer screening business and focus its efforts on the development of its pancreatic cancer screening products. The Company subsequently pivoted its strategy to expand its business focus into autonomous defense, drones and quantum technologies, while continuing to pursue the commercialization of its blood-based pancreatic cancer detection product candidate.

The Company continues to develop its Quantum Drones business. The Company launched its business focused on an autonomous defense platform in May 2026 and subsequently entered into two worldwide exclusive licenses with each of BP United, Inc. (“BP United”) and Project LightShift, Inc. (“Project LightShift”) to support its drone products and quantum antenna technology, respectively.

Furthermore, on July 15, 2026 (the “Acquisition Date”), Quantum Drones Corporation, a wholly owned subsidiary of the Company (“Quantum Drones”), closed both an Asset Purchase Agreement (the “APA”) and a Purchase and Sale Agreement (the “PSA”) with Arcade Technology LLC (“Arcade Technology”) and Arcade Realty LLC (“Arcade Realty,” and together with Arcade Technology, “Arcade”), respectively, each a Connecticut limited liability company. Such transactions are referred to herein as the “Arcade Acquisition.” 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, 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, excluding cash, accounts receivable, and all liabilities. Pursuant to the PSA, Quantum Drones also acquired from Arcade Realty the plant and land on which Arcade Technology’s business is located in Bridgeport, Connecticut (the “Bridgeport facility”). The Company’s intention is to build out the manufacturing capabilities at the Bridgeport facility for its Quantum Drones platform. The closing consideration paid by Quantum Drones for the APA and PSA assets was approximately $4.2 million in cash. See Note 4 for additional information on the Arcade Acquisition.