Form 8-K

8-K — Quantum Cyber N.V.

Accession: 0001213900-26-048635

Filed: 2026-04-28

Period: 2026-04-22

CIK: 0001874252

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0288083-8k_quantum.htm (Primary)

EX-3.1 — UNOFFICIAL TRANSLATION OF DEED OF AMENDMENT, DATED APRIL 22, 2026 (ea028808301ex3-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0288083-8k_quantum.htm · Sequence: 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 22, 2026

Quantum Cyber N.V.

(Exact Name of Registrant as Specified in its

Charter)

The Netherlands

001-41010

N/A

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1501 Belvedere Road Suite 500, West Palm Beach,

FL 33406

(Address of Principal Executive Offices) (Zip

Code)

+1 (561) 562-4111

(Registrant’s telephone number,

including area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange On Which Registered

Ordinary Shares, nominal value €0.01 per share

QUCY

Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed in our report on Form

8-k filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 17, 2026, we entered into a Securities

Purchase Agreement (the “Purchase Agreement”) with David E. Lazar on February 13, 2026 that provided for the sale in a private

placement of:

●

(a) 1,000,000 of our series A preferred shares, with a nominal value of €0.01 per share (the “Series A Preferred Shares”), convertible into an aggregate of up to 9 million of our ordinary shares, with a nominal value of €0.01 per share (the “Ordinary Shares”), (b) 1,000,000 of our series B preferred shares, with a nominal 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 our series C preferred shares, with a nominal 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

●

(a) 1,000,000 of our series D preferred shares, with a nominal 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 our series E preferred shares, with a nominal 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 were issued on February

17, 2026 in exchange for gross proceeds of $3 million. All closing conditions for the second closing were met or waived on April 22, 2026,

and on that date the Second Closing Shares were issued (we received a pre-payment of $3 million for the Second Closing Shares in March

of 2026). The Second Closing Shares represented in excess of 90% of our issued and outstanding Ordinary Shares on a fully diluted basis

as of their date of issuance.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed in Item 1.01 of this

Current Report on Form 8-K regarding the issuance of the Second Closing Shares and transactions related thereto is incorporated herein

by reference. The Second Closing Shares were sold without registration under the Securities Act of 1933, as amended (the “Securities

Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act.

Item 5.01 Changes in Control of Registrant.

On February 13, 2026, we entered into the Purchase

Agreement with David Lazar, the First Closing Shares were issued on February 17, 2026, and the Second Closing Shares were issued on April

22, 2026. As a result of the transactions set out in the Purchase Agreement, Mr. Lazar became the holder of over 95% of the voting rights

of our issued and outstanding shares, on a fully-diluted basis, and became the controlling shareholder.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Director Appointments

On April 22, 2026, our shareholders approved at

an Extraordinary General Meeting the appointment of David Natan and Avraham Ben-Tzvi to our board of directors, and Mr. Natan and Mr.

Ben-Tzvi became directors of our company. A brief biography for each of Mr. Natan and Mr. Ben-Tzvi is set out below:

David Natan currently serves as

President and Chief Executive Officer of Natan & Associates, LLC, a consulting firm offering chief financial officer services to public

and private companies in a variety of industries, both domestically and internationally, since 2007. From 2010 to May 2020, Mr. Natan

served as Chief Executive Officer of Forcefield Energy, Inc., a company focused on the solar industry and LED lighting products. From

February 2002 to November 2007, Mr. Natan served as Executive Vice President of Reporting and Chief Financial Officer of PharmaNet Development

Group, Inc., a drug development services and clinical trials company, and, from June 1995 to February 2002, as Chief Financial Officer

and Vice President of Global Technovations, Inc., a manufacturer and marketer of oil analysis instruments and speakers and speaker components.

Before that, Mr. Natan served various roles in increasing responsibility with Deloitte & Touche LLP, a global accounting and consulting

firm. Mr. Natan currently serves as a member of the Board of Directors and Chair of the Audit Committee of Sunshine Biopharma, Inc. (NASDAQ:

SBFM), a pharmaceutical and nutritional supplement company, since February 2022. Additionally, since April 2024, Mr. Natan has served

as a member of the Board of Directors and Audit Committee Chair of FIEE, Inc.(NASDAQ: FIEE), a technology company specializing in SAAS

solutions and AI software development; since December 2025, has served as a member of the Board of Directors and Audit Committee Chair

of Sow Good, Inc, (NASDAQ: SOWG) a manufacturer of freeze dried candy; and since January 2026, has served as a member of the Board of

Directors and Audit Committee Chair of Indaptus Therapeutics, Inc. (NASDAQ: INDP), a clinical stage biotech company. Previously, Mr. Natan

has served as a director for the following public companies: Global Technovations, ForceField Energy, Black Titan (NASDAQ: BTTC) (formerly

Titan Pharmaceuticals, Inc.), Vivakor Inc. (NASDAQ: VIVK), NetBrands Corp. (OTC: NBND), OpGen Inc. (OTC: OPGN), and Bio Green Med Solutions

(NASDAQ: BGMS) (formerly Cyclacel Pharmaceuticals, Inc.). Mr. Natan is a CPA (inactive), holds a B.A. in Economics from Boston University,

and was appointed to Omicron Delta Epsilon, an international honor society in the field of Economics.

Avraham Ben-Tzvi is the founder

of ABZ Law Office, a boutique Israeli law firm specializing in corporate and securities laws, commercial law and contracts, and various

civil law matters, as well as providing outsourced general counsel services for publicly traded as well as private companies and corporations,

which he established in January 2017. Mr. Ben-Tzvi served as Chief Legal Officer and General Counsel of Purple Biotech Ltd. (formerly

Kitov Pharma Ltd.) (NASDAQ/TASE: PPBT), a clinical-stage company advancing first-in-class therapies to overcome tumor immune evasion and

drug resistance, from November 2015 until April 2020. Prior to that, Mr. Ben-Tzvi served as General Counsel and Company Secretary at Medigus

Ltd. (NASDAQ/TASE: MDGS), a minimally invasive endosurgical tools medical device and miniaturized imaging equipment company, from April

2014 until November 2015. Prior to that he served as an attorney at one of Israel’s leading international law firms where, among

other corporate and commercial work, he advised companies and underwriters on various offerings by Israeli companies listing in the US

and on various SEC related filings. Prior to becoming a lawyer, Mr. Ben-Tzvi worked in several business development, corporate finance

and banking roles at companies in the financial services, lithium battery manufacturing and software development industries. Mr. Ben-Tzvi

has been serving as a member of the Board of Directors of Black Titan Corporation (NASDAQ: BTTC), a distributor of human capital management

software solutions in Southeast Asia, since 1 October 2025, following the completion of a merger with Titan Pharmaceuticals Inc. where

he served as a director between August 2022 and the completion of the merger with Black Titan Corporation on 1 October 2025. Mr. Ben-Tzvi

is a member of the Board of Directors of Indaptus Therapeutics, Inc. (NASDAQ: INDP) since 22 December 2025. Between January 5, 2025 and

April 2, 2025, Mr. Ben-Tzvi served as a member of the Board of Directors of Cyclacel Pharmaceuticals Inc. (NASDAQ: CYCC) a pharmaceuticals

development company. Between October 15, 2024 and December 19, 2024, Mr. Ben-Tzvi served as a member of the Board of Directors of LQR

House, Inc. (NASDAQ: YHC), a company in the wine and spirits e commerce sector. Between March 25, 2024 and August 2, 2024, Mr. Ben-Tzvi

served as a member of the Board of Directors of OpGen, Inc. (NASDAQ: OPGN), a precision medicine company. Between December 2023 and February

2025, Mr. Ben-Tzvi served as a member of the Board of Directors of Minim, Inc. (NASDAQ: MINM), a company which delivered smart software-driven

communications products under the globally recognized Motorola brand and Minim® trademark. Mr. Ben-Tzvi holds a B.A., magna cum laude,

in Economics from Yeshiva University in New York and an L.L.B., magna cum laude from Sha’arei Mishpat College of Law in Hod HaSharon,

Israel. Mr. Ben-Tzvi is a licensed attorney and member of the Israel Bar Association and is also licensed as a Notary by the Israeli Ministry

of Justice.

Director Resignations

In addition to the appointment of these new directors,

four of our prior directors resigned on April 22, 2026. These directors were Guido Baechler, Dr. Heiner Dreismann, Hans Hekland and Greggory

Tibbits. These resignations did not stem from a disagreement with our company on any matter relating to our operations, policies or practices,

and none of these directors was asked to resign for cause. Each of these directors has been provided a copy of this disclosure and provided

an opportunity to provide a letter to us stating and disagreement with this disclosure.

Each of Dr. Dreismann, Mr. Hekland and Mr. Tibbits

served on each of our Audit Committee, Compensation Committee and Nomination Committee.

Board and Committee Composition

As a result of the appointments to, and resignations

from, our board of directors on April 22, 2026, we currently have four directors on our board: David Lazar, Robert Liscouski, David Natan

and Avraham Ben-Tzvi. We believe Mr. Liscouski, Mr. Natan and Mr. Ben-Tzvi to be independent directors under the Rules of the Nasdaq Stock

Market LLC and that they meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

Gregory Tibbits is the Chair of the Audit Committee and. .

We appointed each of Mr. Liscouski, Mr. Natan

and Mr. Ben-Tzvi to our Audit Committee, with Mr. Natan serving as the Chair of the Audit Committee. Mr. Natan is an “audit committee

financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning of the Listing Rules

of the Nasdaq Stock Market.

We appointed each of Mr. Liscouski, Mr. Natan

and Mr. Lazar to our Compensation Committee, with Mr. Ben-Tzvi serving as the Chair of the Compensation Committee.

We appointed each of Mr. Liscouski, Mr. Natan

and Mr. Ben-Tzvi to our Nomination Committee, with Mr. Liscouski serving as the Chair of the Nomination Committee.

Officer Resignations

On April 22, 2026, Guido Baechler resigned as our Co-Chief Executive

Officer. This resignation did not stem from a disagreement with our company on any matter relating to our operations, policies or practices.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 22, 2026, we amended our Articles of

Association. The material changes resulting from such amendment were:

(a) the authorization of the conversion of each Series A Preferred Share into nine (9) Ordinary Shares;

(b) the authorization of conversion of each Series B Preferred Share into nine (9) Ordinary Shares;

(d) the authorization of the conversion of each Series D Preferred Share into two-hundred and twenty-five

(225) Ordinary Shares; and

(e) the authorization of the conversion of each Series E Preferred Share into two-hundred and twenty-five

(225) Ordinary Shares;

(f) the change of our name from “Mainz Biomed N.V.” to “Quantum Cyber N.V.”; and

(g) an increase in (i) the number of authorized Ordinary Shares that we may issue from 45,000,000 to up to

900,000,000 and (ii) the number of authorized Preferred Shares that we may issue from 5,000,000, split into 1,000,000 Series A Preferred

Shares, 1,000,000 Series B Preferred Shares, 1,000,000 Series C Preferred Shares, 1,000,000 Series D Preferred Shares and 1,000,000 Series

E Preferred Shares to up to 100,000,000, split into 20,000,000 Series A Preferred Shares, 20,000,000 Series B Preferred Shares, 20,000,000

Series C Preferred Shares, 20,000,000 Series D Preferred Shares and 20,000,000 Series E Preferred Shares.

Our ordinary shares will continue to trade on

the Nasdaq Capital Market under the ticker symbol “QUCY”. Outstanding stock certificates for our ordinary shares are not affected

by the name change, continue to be valid and do not need to be exchanged.

An unofficial translation of the Deed of Amendment for the amendment

to the Articles of Association is attached to this report as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Results of Extraordinary General Meeting of

Shareholders

On April 22, 2026, we held an Extraordinary General

Meeting of Shareholders (the “Extraordinary General Meeting”). All proposals brought before holders of our ordinary shares

at such meeting were approved. Minutes announcing the results of the Extraordinary General Meeting are attached hereto as Exhibit

99.1. The final results of each of the agenda items submitted to a vote by the shareholders are as follows:

At the Extraordinary General Meeting, a total

of 5,902,581 shares (or approximately 38.0%]%) of the Company’s issued and outstanding shares of record held as of March 25, 2026,

the record date for the Extraordinary General Meeting, were present either in person or by proxy. At the Extraordinary General Meeting,

the following proposals were voted on and approved:

Authorization of the board to assign a US auditor at its discretion for the financial year ending 31 December 2026:

Votes For

Votes Against

Abstentions

2,849,113

42,281

3,011,187

Approval of issue of ordinary shares:

Votes For

Votes Against

Abstentions

2,475,216

43,901

Amendment of articles of association and authorization of execution of deed of amendment of articles of association:

Votes For

Votes Against

Abstentions

2,600,965

232,363

3,069,253

Reverse stock split, amendment of articles of association, and authorization execution of deed of amendment of articles of association:

Votes For

Votes Against

Abstentions

2,409,405

442,060

3,051,116

Appointment of Mr. D.E. Lazar as executive director:

Votes For

Votes Against

Abstentions

2,505,933

220,586

3,176,062

Appointment of Mr. R Liscouski as non-executive director:

Votes For

Votes Against

Abstentions

2,578,502

148,436

3,175,643

Appointment of Mr. D. Natan as non-executive director

Votes For

Votes Against

Abstentions

2,507,279

219,517

3,175,785

Appointment of Mr. A.S. Ben-Tzvi as non-executive director

Votes For

Votes Against

Abstentions

2,504,063

222,993

3,175,525

Approval of increase of ordinary shares issuable under the 2025 Omnibus Incentive Plan:

Votes For

Votes Against

Abstentions

2,145,118

632,093

3,125,370

10.

Amendment of the remuneration policy and confirmation of awards granted to directors:

Votes For

Votes Against

Abstentions

2,155,147

591,429

3,156,005

11.

Approval of resolutions of the board of directors of the Company:

Votes For

Votes Against

Abstentions

2,439,372

237,410

3,225,799

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Exhibit

3.1

Unofficial Translation of Deed of Amendment, dated April 22, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Quantum Cyber N.V.

By:

/s/ William Caragol

Name:

William Caragol

Title:

Chief Financial Officer

Dated: April 28, 2026

EX-3.1 — UNOFFICIAL TRANSLATION OF DEED OF AMENDMENT, DATED APRIL 22, 2026

EX-3.1

Filename: ea028808301ex3-1.htm · Sequence: 2

Exhibit 3.1

This document

is an unofficial English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate

as literally as possible without jeopardising the overall continuity of the text, except that, for convenience, the definitions set out

in article 1.1 of the articles of association contained in this document have been placed in the English alphabetical order. Inevitably,

however, differences may occur in translation and if they do, the Dutch text will govern by law. In this translation, Dutch legal concepts

are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to concepts described

by the English terms as such terms may be understood under the laws of other jurisdictions.

DEED OF AMENDMENT OF ARTICLES

OF ASSOCIATION

MAINZ BIOMED N.V.

(new name: Quantum Cyber N.V.)

On the twenty-second day of April

two thousand and twenty-six appears before me, Martijn Michie! van der Bie, civil law notary in Amsterdam, the Netherlands:

Anne Fleur

Krijthe, candidate civil law notary, born in Rotterdam, the Netherlands, on the eleventh day of September nineteen hundred and ninety,

having her office address at Parnassusweg 737, 1077 DG Amsterdam, the Netherlands.

The person appearing declares:

(A) On the twenty-second day of April two thousand and twenty-six, the general meeting

of Mainz Biomed N.V., a public company under Dutch law, having its seat in Amsterdam, the

Netherlands, and its address at Robert-Koch-Strape 50, 55129 Mainz, Germany, registered with the Dutch trade register under number 82122571

(the “Company”), resolved, on the proposal of the board of directors of the Company,

to amend the articles of association of the Company and to authorise the person appearing to execute the deed of amendment of articles

of association. The proposal of the board of directors and the resolutions to amend the articles of association and authorise the person

appearing are evidenced by a two documents, which are attached to this deed (annexes).

(B) The articles of association of the Company were last amended by deed, executed on

the thirteenth day of November two thousand and twenty-five before M.M. van der Bie, civil law notary in Amsterdam, the Netherlands.

To implement

the aforementioned resolution to amend the articles of association, the person appearing declares that the articles of association of

the Company are hereby amended as follows:

I. Article 2.1 shall read as follows:

2.1 The name of the Company is: Quantum Cyber N.V.

II. Article 4.1 shall read as follows:

4.1 The authorised share capital of the Company amounts to ten million euros (EUR 10,000,00.00) and is divided

into:

(a) nine hundred million (900,000,000) Ordinary Shares with a nominal value of one eurocent (EUR 0.01) each;

and

(b) one hundred million (100,000,000) Preferred Shares with a nominal value of one eurocent (EUR 0.01) each,

divided into:

(i) a series A consisting of twenty million (20,000,000) Preferred Shares;

(ii) a series B consisting of twenty million (20,000,000) Preferred Shares;

(iii) a series C consisting of twenty million (20,000,000) Preferred Shares;

(iv) a series D consisting of twenty million (20,000,000) Preferred Shares; and

(v) a series E consisting of twenty million (20,000,000) Preferred Shares.

III. Article 5.2 shall read as follows:

5. Conversion of Preferred Shares into Ordinary

5.1 Each series A, series B, and series C Preferred Share shall be convertible, at the

option of the holder, at any time and from time to time, into nine Ordinary Shares.

5.2 Each series D and series E Preferred Share shall be convertible, at the option of

the holder, at any time and from time to time, into two hundred and twenty-five Ordinary Shares.

5.3 A holder of Preferred Shares who wishes to convert one or more Preferred Shares

into Ordinary Shares shall notify the Company thereof in writing.

5.4 The Company shall effect the conversion within three days of receipt of the notification

referred to in Article 5.3 by a resolution of the Board of Directors for that purpose. The resolution converting the Preferred Shares

into Ordinary Shares may determine that, upon the conversion, the number of Ordinary Shares included in the authorised share capital be

increased by a number equal to the number of Preferred Shares that are converted into Ordinary Shares and the number of Preferred Shares

included in the authorised share capital be decreased by a number equal to the number of Ordinary Shares into which the Preferred Shares

are converted. The Company shall deposit a resolution to convert Preferred Shares into Ordinary Shares at the offices of the Dutch trade

5.5 Any obligation to pay up Ordinary Shares arising from a conversion of Preferred

Shares into Ordinary Shares shall be charged to the share premium reserve maintained by the Company for the benefit of the holders of

the series of Preferred Shares concerned; if this reserve is insufficient, the difference shall be charged to the Distributable Reserves

or the Convertible Reserves determined by the Board of Directors; if these reserves are insufficient, the difference shall be satisfied

by the holder of the Ordinary Shares concerned by payment in cash.

5.6 If Preferred Shares of a particular series are converted into Ordinary Shares,

an amount equal to the amount of the proportional entitlement of the holder of the Preferred Shares concerned to the balance of the share

premium reserve maintained by the Company for the benefit of the holders of the Preferred Shares concerned, minus the amount charged to

such share premium reserve by way of application of Article 0, shall be charged to the share premium reserve concerned and added to the

Distributable Reserves determined by the Board of Directors.

IV. Article 41 shall read as follows:

41. Transitional provision

41.1 Notwithstanding Article 4.1, the authorised share capital of the Company amounts to two million five hundred thousand euros

(EUR 2,500,000.00) and is divided into:

(a) two hundred and twenty-five million (225,000,000) Ordinary Shares with a nominal value of one eurocent

(EUR 0.01) each; and

(b) twenty-five million (25,000,000) Preferred Shares with a nominal value of one eurocent (EUR 0.01) each,

divided into:

(i) a series A consisting of five million (5,000,000) Preferred Shares;

(ii) a series B consisting of five million (5,000,000) Preferred Shares;

(iii) a series C consisting of five million (5,000,000) Preferred Shares;

(iv) a series D consisting of five million (5,000,000) Preferred Shares; and

(v) a series E consisting of five million (5,000,000) Preferred

Shares.

Article 4.1 shall apply as of the time on which the number of issued Ordinary Shares first amounts to or exceeds one hundred

million (100,000,000). As soon as Article 4.1 applies, the Company shall deposit a statement at the offices of the Dutch trade register

evidencing that Article 4.1 applies, stating the time as of which that Article applies. This Article 41.1 shall lapse once Article 4.1

applies.

41.2 Notwithstanding Articles 4.1 and 41.1, the authorised share capital of the Company

amounts to seven hundred and fifty-thousand euros (EUR 750,000.00) and is divided into:

(a) sixty-seven million five hundred thousand (67,500,000) Ordinary Shares with a nominal

value of one eurocent (EUR 0.01) each; and

(b) seven million five hundred (7,500,000) Preferred Shares with a nominal value of

one eurocent (EUR 0.01) each, divided into:

(i) a series A consisting of one million five hundred thousand (1,500,000) Preferred Shares;

(ii) a series B consisting of one million five hundred thousand (1,500,000) Preferred Shares;

(iii) a series C consisting of one million five hundred thousand (1,500,000) Preferred Shares;

(iv) a series D consisting of one million five hundred thousand (1,500,000) Preferred Shares; and

(v) a series E consisting of one million five hundred thousand (1,500,000) Preferred Shares.

Article 41.1

shall apply as of the time on which the number of issued Ordinary Shares first amounts to or exceeds fifty million (50,000,000). As soon

as Article 41.1 applies, the Company shall deposit a statement at the offices of the Dutch trade register evidencing that Article 41.1

applies, stating the time as of which that Article applies. This Article 41.2 shall lapse once Article 41.1 applies.

Finally, the

person appearing declares that, at the time of the present amendment of articles of association taking effect, the issued capital of the

Company amounts to one hundred and fifty-five thousand one hundred and fifty-three euros and thirty-six eurocents (EUR 155,153.36) and

is divided into:

(a) twelve million five hundred and fifteen thousand three hundred and thirty-five

(12,515,335) ordinary shares with a nominal value of one eurocent (EUR 0.01) each; and

(b) three million (3,000,000) preferred shares with a nominal value of one eurocent

(EUR 0.01) each, divided into:

(i) one million (1,000,000) series A preferred shares;

(ii) one million (1,000,000) series B preferred shares; and

(iii) one million (1,000,000) series A preferred shares.

The person

appearing is known to me, civil law notary.

In witness

whereof this deed is executed in Amsterdam, the Netherlands, on the date first mentioned in the head of this deed.

After having

conveyed the contents of this deed and having given an explanation thereto to the person appearing, she declared that she has taken note

of the contents of this deed and agrees with the same. Thereupon, immediately after limited reading of this deed, it is signed by the

person appearing and by me, civil law notary.

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