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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Quantum Cyber N.V.
SEC Filings (Chronological Order)
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| June 4, 2026 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Quantum Cyber N.V. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Ordinary Shares, n |
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| June 4, 2026 |
As filed with the Securities and Exchange Commission on June 3, 2026 As filed with the Securities and Exchange Commission on June 3, 2026 Registration No. |
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| June 3, 2026 |
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): June 1, 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 Nu |
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| June 3, 2026 |
FIRST AMENDMENT TO INTELLECTUAL PROPERTY LICENSE AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO INTELLECTUAL PROPERTY LICENSE AGREEMENT This First Amendment to Intellectual Property License Agreement (this “Amendment”), dated as of June , 2026, is by and between BP United, Inc., a Delaware corporation, with offices located at 20855 NE 16th Ave., STE C38, Miami, FL 33179 (“Licensor”), and Quantum Cyber N.V., a public company organized under the laws of the Neth |
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| June 3, 2026 |
Exhibit 99.1 N A S D A Q · Q U C Y C O R P O R A T E P R E S E N T A T I O N · J U N E 2 0 2 6 Autonomous defense built for the next war . Combat‑proven autonomy, asymmetric lethalit y, and supply‑chain resilience - forged on the frontlines. A I R G R O U N D M A R I T I M E B E Y O N D · A I O R C H E S T R A T I O N W E S T P A L M B E A C H , F L · Q U A N T U M C Y B E R N . V . J U N E 2 0 2 |
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| June 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or տ 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 Mainz Biomed N. |
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| May 28, 2026 |
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): May 28, 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 Nu |
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| May 26, 2026 |
Exhibit 99.1 Quantum Cyber Strengthens Balance Sheet with Over $15 Million in Aggregate Financing; Cap Table is Debt-Free Net Proceeds to Fund R&D Expansion, Commercialization Team Build-Out, and Strategic Acquisitions, Including Finalization of Existing Pipeline Deals, Across the Company’s Autonomous Defense Platform; Current Shares Outstanding: 22,767,254 WEST PALM BEACH, Florida, May 26, 2026 - |
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| May 26, 2026 |
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): May 26, 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 Nu |
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| May 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 18, 2026 |
Intellectual Property License Agreement Exhibit 10.2 Intellectual Property License Agreement This Intellectual Property License Agreement (“Agreement”), dated as of May 12, 2026 (the “Effective Date”), is by and between BP United ,Inc., a Delaware corporation, with offices located at 20855 NE 16th Ave., STE C38, Miami, FL 33179 (“Licensor”), and Quantum Cyber N.V., a public company organized under the laws of the Netherlands and listed |
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| May 18, 2026 |
Exhibit 10.1 ADVISORY AGREEMENT This Advisory Agreement (“Agreement”) is made as of May 12, 2026, by and between Quantum Cyber N.V., a Dutch corporation (the “Company”); and Alexander Gurevich, an individual (the “Advisor”). W I T N E S S E T H: WHEREAS, the Company wishes to engage the Advisor and the Advisor is willing to accept such engagement upon the terms and conditions hereinafter set forth |
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| May 18, 2026 |
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): May 12, 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 Nu |
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| May 15, 2026 |
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. (E |
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| May 8, 2026 |
Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made and entered into as of May 4, 2026, by and between William Caragol (the “Consultant”) and Quantum Cyber N.V. (the “Company”). WHEREAS, the Company desires to for the Consultant to provide services on the terms and conditions set forth herein; and WHEREAS, the Consultant desires to be engaged by the Company on suc |
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| May 8, 2026 |
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): May 4, 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 Num |
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| May 8, 2026 |
Exhibit 10.1 QUANTUM CYBER N.V. Up to $100,000,000 of Common Shares AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT May 4, 2026 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Reference is made to that certain Equity Distribution Agreement, dated as of October 3, 2025 (the “Agreement”), by and among Quantum Cyber N.V. (f/k/a Mainz Biomed N.V.), a public |
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| April 28, 2026 |
DEED OF AMENDMENT OF ARTICLES OF ASSOCIATION MAINZ BIOMED N.V. (new name: Quantum Cyber N.V.) 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 Engli |
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| April 28, 2026 |
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 |
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| April 15, 2026 |
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 9, 2026 Mainz Biomed 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 Nu |
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| March 31, 2026 |
Exhibit 21.1 Entity name (jurisdiction) We have two wholly-owned subsidiaries: Mainz Biomed Germany GmbH (Germany) Mainz Biomed USA, Inc. (Nevada) |
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| March 31, 2026 |
DESCRIPTION OF orDINARY SHARES Exhibit 4.1 DESCRIPTION OF orDINARY SHARES The following description of our Articles of Association, as last amended by our Deed of Amendment on November 13, 2025, is intended as a summary only and does not constitute legal advice regarding those matters and should not be regarded as such. The description is qualified in its entirety by reference to the complete text of the Articles of Association |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ 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 Mainz Biomed N. |
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| March 25, 2026 |
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): March 20, 2026 Mainz Biomed 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 N |
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| March 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 17, 2026 |
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): March 17, 2026 Mainz Biomed 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 N |
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| March 17, 2026 |
Exhibit 99.1 Quantum Cyber Aligns Strategy With Trump Administration's National Cyber Security Framework, Targets Acquisitions in Quantum and Cyber Defense Sectors Company Evaluates Multiple Strategic Acquisition Opportunities in Quantum and Cyber Security; Shareholder David Lazar Pre-Funds Additional Tranche, Bringing Total Investment to $6.0 Million BERKELEY, Calif., March 17, 2026 (GLOBE NEWSWI |
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| March 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 11, 2026 |
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): March 11, 2026 Mainz Biomed 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 N |
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| March 11, 2026 |
Exhibit 99.1 Mainz Biomed Announces Appointment of Robert Liscouski as Chairman of the Board of Directors Company Also Announces New Name: Quantum Cyber and Change in Nasdaq Ticker symbol March 11, 2026 - Mainz Biomed N.V. (NASDAQ: MYNZ), a molecular genetics diagnostic company specializing in the early detection of cancer, today announced that Robert P. Liscouski has been appointed Chairman of it |
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| February 19, 2026 |
MAINZ BIOMED N.V. 2025 OMNIBUS INCENTIVE PLAN Exhibit 10.4 MAINZ BIOMED N.V. 2025 OMNIBUS INCENTIVE PLAN This 2025 Omnibus Incentive Plan of Mainz Biomed N.V. is effective as of June 2, 2025. WHEREAS, the Board of Directors of Mainz Biomed N.V. and the Committee have deemed it to be in the best interests of the Mainz Biomed N.V. to implement the 2025 Omnibus Incentive Plan; NOW, THEREFORE, the 2025 Omnibus Incentive Plan is hereby implemented |
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| February 19, 2026 |
CALCULATION OF FILING FEE TABLES MAINZ BIOMED N.V. Table 1: Newly Registered Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 MAINZ BIOMED N.V. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, nominal value EUR0.01 per share (1) Other 1,467,021 $ 0.68 $ 997,575.00 0.00013 |
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| February 19, 2026 |
As filed with the Securities and Exchange Commission on February 19, 2026 As filed with the Securities and Exchange Commission on February 19, 2026 Registration No. |
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| February 17, 2026 |
Exhibit 99.1 Mainz Biomed Announces 6.0 USD Million Private Placement and Strategic Update Company to Focus on Pancreatic Cancer Detection Business in the U.S., Strategic Asset Sales and Future Strategic Transaction BERKELEY, US – MAINZ, Germany – February 17, 2026 — Mainz Biomed N.V. (NASDAQ: MYNZ), a molecular genetics diagnostic company specializing in the early detection of cancer, announced a |
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| February 17, 2026 |
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): February 13, 2026 Mainz Biomed N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-41010 N/A (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 17, 2026 |
Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THE FOLLOWING MARKING: [Redacted.] SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2026 |
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| February 17, 2026 |
Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is being signed on February , 2026 (the “Signature Date”) by and among (a) Mainz Biomed N.V., a public company under Dutch Law whose Ordinary Shares are listed for trading on the Nasdaq Capital Market (the “Proxy” or the “Company”), (b) Mr. David Elliot Lazar, an individual (“Lazar”), and (c) , an individual (the “Stockholder”) |
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| February 17, 2026 |
SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE Exhibit 10.3 SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE This Settlement Agreement and General and Mutual Release (the “Agreement”) is on this 11th day of February 2026 by and between Mainz Biomed N.V. (the “Company”) and , the of the Company (“[Officer/Director]”), collectively known herein as the “Parties.” WHEREAS, [Officer/Director] was appointed as of the Company to provide the servic |
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| February 10, 2026 |
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): December 29, 2025 MAINZ BIOMED N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-41010 N/A (State or other jurisdiction of incorporation) (Commission Fil |
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| December 29, 2025 |
Up to $2,152,823 Ordinary Shares Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-291979 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED DECEMBER 5, 2025) Up to $2,152,823 Ordinary Shares This prospectus supplement amends and supplements the information in the accompanying base prospectus that formed part of our registration statement on Form F-3, File No. 333-291979 (the “Registration Statement”) filed with the U.S. Securities |
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| December 29, 2025 |
The date of this Supplement No. 1 is December 29, 2025. Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-269091 Supplement No. 1 to PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED JANUARY 6, 2023) This supplement no. 1 to the prospectus supplement (“Supplement No. 1”) amends and supplements the information in (i) the base prospectus, dated January 6, 2023 (the “Base Prospectus”), filed with the U.S. Securities and Exchange Commission pursuant to our r |
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| December 5, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES F-3 Mainz Biomed N.V. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Car |
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| December 5, 2025 |
As filed with the U.S. Securities and Exchange Commission on December 5, 2025 As filed with the U.S. Securities and Exchange Commission on December 5, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAINZ BIOMED 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. |
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| November 26, 2025 |
Up to $2,600,000 Ordinary Shares Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-269091 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED JANUARY 6, 2023) Up to $2,600,000 Ordinary Shares This prospectus supplement amends and supplements the information in a base prospectus dated January 6, 2023 and filed with the U.S. Securities and Exchange Commission as a part of our registration statement on Form F-3, File No. 333-269091 (the |
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| November 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 26, 2025 |
ARTICLES OF ASSOCIATION Mainz Biomed N.V. dated 13 November 2025 Exhibit 4.1 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 Engl |
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| October 3, 2025 |
The date of this Prospectus Supplement is October 3, 2025. Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-269091 PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED JANUARY 6, 2023) This prospectus supplement amends and supplements the information in the prospectus, dated January 6, 2023 (the “Prior Prospectus”), filed with the U.S. Securities and Exchange Commission pursuant to our registration statement on Form F-3 (File No. 333-269091), relating t |
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| October 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| October 3, 2025 |
MAINZ BIOMED N.V. Up to $10,000,000 of Ordinary Shares EQUITY DISTRIBUTION AGREEMENT Exhibit 10.1 MAINZ BIOMED N.V. Up to $10,000,000 of Ordinary Shares EQUITY DISTRIBUTION AGREEMENT October 3, 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agen |
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| October 3, 2025 |
Up to $2,300,000 Ordinary Shares Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-269091 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED JANUARY 6, 2023) Up to $2,300,000 Ordinary Shares This prospectus supplement amends and supplements the information in a base prospectus dated January 6, 2023 and filed with the U.S. Securities and Exchange Commission as a part of our registration statement on Form F-3, File No. 333-269091 (the |
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| September 26, 2025 |
Mainz Biomed N.V. Consolidated Statements of Financial Position (Expressed in US Dollars) Exhibit 99.2 Mainz Biomed N.V. Consolidated Statements of Financial Position (Unaudited) (Expressed in US Dollars) June 30, December 31, Note 2025 2024 ASSETS Current Assets Cash $ 1,911,069 $ 6,235,670 Trade receivables, net 4 40,122 33,577 Trade receivables - related party 14 124,764 17,238 Inventories 5 503,053 372,870 Prepaid expenses and other current assets 6 507,603 1,184,675 Total current |
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| September 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the six months ended June 30, 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive |
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| September 26, 2025 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included in Exhibit 99.2 to this Form 6-K. This discussion and analysis contains forward-looking statements based |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) In |
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| August 5, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-289095 2,222,222 Pre-Funded Units Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to purchase One Ordinary Share and One and One-Half Warrant to purchase One Ordinary Share Up to 5,555,555 Ordinary Shares underlying the Warrants and the Pre-Funded Warrants Mainz Biomed N.V. We are offering on a “best efforts” basis up to 2,2 |
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| July 31, 2025 |
Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Germany July 31, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Mainz Biomed N.V. Registration Statement on Form F-1 File No. 333- 289095 Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended ( |
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| July 31, 2025 |
MAXIM GROUP LLC 300 Park Avenue New York, New York 10022 MAXIM GROUP LLC 300 Park Avenue New York, New York 10022 July 31, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 30, 2025 |
Exhibit 10.23 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [-], 2025, between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and col |
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| July 30, 2025 |
Exhibit 1.1 CONFIDENTIAL July [-], 2025 Mr. William Caragol Chief Financial Officer and Senior Vice President Robert Koch Strasse 50 55129 Mainz Germany Dear Mr. Caragol, This agreement (the “Agreement”) constitutes the agreement between Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), and Maxim Group LLC |
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| July 30, 2025 |
ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.8 ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: [ ], 2025 CUSIP: THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2025 (the “Initial Ex |
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| July 30, 2025 |
FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Exhibit 4.9 FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Warrant Shares: [●] Issue Date and Initial Exercise Date: July [ ], 2025 THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at |
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| July 30, 2025 |
As filed with the United States Securities and Exchange Commission on July 30, 2025 As filed with the United States Securities and Exchange Commission on July 30, 2025 Registration No. |
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| July 30, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES F-1 MAINZ BIOMED N.V. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Ordinary Shares, no |
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| July 30, 2025 |
Exhibit 10.24 Lock-Up Agreement Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 , 2025 Ladies and Gentlemen: The undersigned understands that you, as the placement agent (the “Placement Agent”), propose to enter into a Placement Agent Agreement (the “PAA”) with Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), r |
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| July 30, 2025 |
Exhibit 10.26 MAINZ BIOMED N.V. and TRANSHARE CORPORATION, as Warrant Agent Warrant Agency Agreement Dated as of [-], 2025 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of July [-], 2025 (“Agreement”), between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law, (the “Company”), and Transhare Corporation, a corporation organized under th |
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| July 18, 2025 |
July 18, 2025 Guido Baechler Chief Executive Officer Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Germany Re: Mainz Biomed N.V. Draft Registration Statement on Form F-1 Submitted July 15, 2025 CIK No. 0001874252 Dear Guido Baechler: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement at least two b |
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| July 15, 2025 |
This Draft Registration Statement is confidentially submitted to the U.S. Securities and Exchange Commission pursuant to Section 106 (a) of the Jumpstart Our Business Startups Act of 2012 on July 15, 2025 and is not being filed publicly under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION S |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indi |
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| June 5, 2025 |
NOTICE OF ANNUAL GENERAL MEETING OF MAINZ BIOMED N.V. Exhibit 99.1 MINUTES of the proceedings at the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571, held at the offices of CMS Derks Star Busman N.V., Atrium, Pamassusweg 737, 1077 DG Amsterdam, the Netherlands, on Monday 2 June 2025 at 14.00 hours Central European Time. CHAIRMAN AND SECRETARY Hans Hekland, n |
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| May 21, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-287249 375,000 Ordinary Units Each Ordinary Unit Consisting of One Ordinary Share, One Class A Warrant to purchase One Ordinary Share and One Class B Warrant to purchase One Ordinary Share 1,625,000 Pre-Funded Units Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to purchase One Ordinary Share, One Class A Warrant to purchas |
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| May 21, 2025 |
Exhibit 10.1 May 19, 2025 Holder of Warrants to Purchase Ordinary Shares issued on December 16, 2024 Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the offering on Form S-1 (File No. 333-287249) on or about the date hereof (the “Offering”) by Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”) of ordinary s |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indic |
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| May 14, 2025 |
As filed with the United States Securities and Exchange Commission on May 14, 2025 As filed with the United States Securities and Exchange Commission on May 14, 2025 Registration No. |
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| May 14, 2025 |
FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Exhibit 4.7 FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Warrant Shares: [ ● ] Issue Date and Initial Exercise Date: May [ ], 2025 THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at |
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| May 14, 2025 |
Exhibit 10.23 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of April [-], 2025, between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” a |
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| May 14, 2025 |
Exhibit 1.1 CONFIDENTIAL May [-], 2025 Mr. William Caragol Chief Financial Officer and Senior Vice President Robert Koch Strasse 50 55129 Mainz Germany Dear Mr. Caragol, This agreement (the “Agreement”) constitutes the agreement between Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), and Maxim Group LLC |
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| May 14, 2025 |
CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.6 CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: [ ], 2025 CUSIP: THIS CLASS B ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2025 |
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| May 14, 2025 |
Exhibit 10.24 Lock-Up Agreement Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 , 2025 Ladies and Gentlemen: The undersigned understands that you, as the placement agent (the “Placement Agent”), propose to enter into a Placement Agent Agreement (the “PAA”) with Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), r |
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| May 14, 2025 |
Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Germany May 14, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Mainz Biomed N.V. Registration Statement on Form F-1 File No. 333-287249 Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (th |
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| May 14, 2025 |
CLASS A ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.5 CLASS A ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: [ ], 2025 CUSIP: THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2025 |
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| May 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Mainz Biomed N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Proposed Proposed Fee Maximum Maximum Calculation Offering Aggregate Amount of Security Security or Carry Amount Price Per Offering Registration Type Class Title Forward Rule Registered Unit Price Fee Rate Statement Fee Fees to B |
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| May 14, 2025 |
MAXIM GROUP LLC 300 Park Avenue New York, New York 10022 MAXIM GROUP LLC 300 Park Avenue New York, New York 10022 May 14, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, D. |
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| May 14, 2025 |
As filed with the United States Securities and Exchange Commission on May 14, 2025 As filed with the United States Securities and Exchange Commission on May 14, 2025 Registration No. |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indic |
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| May 2, 2025 |
AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. Exhibit 99.2 AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. Agenda of the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on Monday 2 June 2025 at 14.00 hours Central European Time ( |
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| May 2, 2025 |
Exhibit 99.3 VOTING PROXY THE UNDERSIGNED Name: Address: Postal code and city: Country: Guidance note: To be further completed only if relevant. Acting on behalf of: Name: Legal form: Country of incorporation: Address: Postal code and city: Country: (the "Principal"). GRANTS POWER OF ATTORNEY to Guidance note: Please check the applicable box below. ☐ each director of the Company ☐ each civil law n |
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| May 2, 2025 |
NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Exhibit 99.1 NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Notice is given that an annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on Monday 2 June 2025 at 14.00 hours Central Europea |
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| April 14, 2025 |
April 14, 2025 Guido Baechler Chief Executive Officer Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Germany Re: Mainz Biomed N.V. Draft Registration Statement on Form F-1 Submitted April 9, 2025 CIK No. 0001874252 Dear Guido Baechler: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement at least two |
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| April 9, 2025 |
This Draft Registration Statement is confidentially submitted to the U.S. Securities and Exchange Commission pursuant to Section 106 (a) of the Jumpstart Our Business Startups Act of 2012 on April 9, 2025 and is not being filed publicly under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION S |
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| April 1, 2025 |
Exhibit 99.1 Mainz Biomed Reports 2024 Financial Results and Provides Corporate Update Lab network revenue increased by 33% year over year, reflecting strong demand for ColoAlert® in Europe Operating loss decreased by 30% and net loss by 18%, driven by targeted cost reductions and a sharper strategic focus Strategic partnerships with industry leaders mark key progress Company highlights its early |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Ind |
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| March 31, 2025 |
Exhibit 13.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Mainz Biomed N.V., a company incorporated under the laws of the Netherlands (the “Company”) on Form 20-F for the year ended December 31, 2024, as filed with the S |
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| March 31, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Mainz Biomed N.V. We consent to the incorporation by reference in the Form F-1 Registration Statement filed with the Securities & Exchange Commission, of Mainz Biomed N.V. (the “Company”) our report dated March 31, 2025 relating to our audit of the consolidated statements of financial position as of |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| March 31, 2025 |
Exhibit 10.20 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. The symbol “[****]” denotes such omissions. LICENSE and OPTION AGREEMENT BETWEEN MAINZ Biomed N.V. AND LIQUID BIOSCIENCES TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 ARTICLE II STATEMENT OF WORK |
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| March 31, 2025 |
Exhibit 12.2 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William Caragol, certify that: 1. I have reviewed this annual report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a ma |
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| March 31, 2025 |
Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Guido Baechler, certify that: 1. I have reviewed this annual report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mat |
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| March 13, 2025 |
Exhibit 99.1 Mainz Biomed and Liquid Biosciences Make Groundbreaking Discovery of mRNA Biomarkers for Blood Based Detection of Pancreatic Cancer Discovery Analysis Demonstrates Transformative Sensitivity of 95% with Specificity of 98% for the Detection of Pancreatic Cancer in Blood Samples Mainz Biomed Enters into Exclusive Licensing Agreement for the Portfolio of mRNA Biomarkers, with Continued D |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Ind |
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| January 27, 2025 |
Mainz Biomed N.V. Regains Compliance with Nasdaq Capital Market Listing Requirements Exhibit 99.1 Mainz Biomed N.V. Regains Compliance with Nasdaq Capital Market Listing Requirements BERKELEY, US – MAINZ, Germany – January 27, 2025 — Mainz Biomed NV (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, announced today that on January 23, 2025, the Company received formal notice from The Nasdaq Stock |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| December 16, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-282993 220,165 Ordinary Units Each Ordinary Unit Consisting of One Ordinary Share, One Class A Warrant to purchase One Ordinary Share and One Class B Warrant to purchase One Ordinary Share 1,147,356 Pre-Funded Units Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to purchase One Ordinary Share, One Class A Warrant to purchas |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| December 16, 2024 |
Mainz Biomed Announces Closing of $8.0 Million Follow-On Offering Exhibit 99.1 Mainz Biomed Announces Closing of $8.0 Million Follow-On Offering BERKELEY, US and MAINZ, Germany – December 16, 2024 - Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, today announced the closing of its previously announced follow-on offering of 1,367,521 units, with each unit con |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| December 13, 2024 |
Exhibit 99.1 Mainz Biomed Announces Pricing of $8.0 Million Follow-On Offering Priced at-the-Market Under Nasdaq Rules BERKELEY, Calif. and MAINZ, Germany, Dec. 12, 2024 (GLOBE NEWSWIRE) - Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, today announced the pricing of a follow-on offering of 1, |
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| December 11, 2024 |
As filed with the United States Securities and Exchange Commission on December 11, 2024 As filed with the United States Securities and Exchange Commission on December 11, 2024 Registration No. |
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| December 11, 2024 |
MAXIM GROUP LLC 300 Park Avenue New York, New York 10022 MAXIM GROUP LLC 300 Park Avenue New York, New York 10022 December 11, 2024 VIA EDGAR Tamika Sheppard United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, D. |
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| December 11, 2024 |
Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Germany December 11, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Mainz Biomed N.V. Registration Statement on Form F-1 File No. 333- 282993 Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amend |
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| December 9, 2024 |
FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Exhibit 4.2 FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Warrant Shares: [●] Issue Date and Initial Exercise Date: November [ ], 2024 THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, |
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| December 9, 2024 |
Exhibit 10.19 AMENDMENT AGREEMENT This Amendment Agreement, dated as of December , 2024 (this “Amendment”), is entered into between Mainz Biomed N.V., a Dutch public company with limited liability (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”). RECITALS WHEREAS, Reference is hereby made to that certain Pre-Paid Advance Agreement, dated as of June 28, |
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| December 9, 2024 |
As filed with the United States Securities and Exchange Commission on December 9, 2024 As filed with the United States Securities and Exchange Commission on December 9, 2024 Registration No. |
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| December 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Mainz Biomed N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Proposed Proposed Fee Maximum Maximum Calculation Offering Aggregate Amount of Security Security or Carry Amount Price Per Offering Registration Type Class Title Forward Rule Registered Unit Price Fee Rate Fee Fees to Be Paid Equ |
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| December 9, 2024 |
CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.4 CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: [ ], 2024 CUSIP: THIS CLASS B ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 |
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| December 9, 2024 |
As filed with the United States Securities and Exchange Commission on December 9, 2024 As filed with the United States Securities and Exchange Commission on December 9, 2024 Registration No. |
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| December 9, 2024 |
CLASS A ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.3 CLASS A ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: [ ], 2024 CUSIP: THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 |
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| December 9, 2024 |
Exhibit 10.22 mainz biomed n.v. and TRANSHARE CORPORATION, as Warrant Agent Warrant Agency Agreement Dated as of [ ] , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [ ] , 2024 (“Agreement”), between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and Transhare Corporation, a corporation organized under the la |
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| December 9, 2024 |
ARTICLES OF ASSOCIATION Mainz Biomed N.V. dated 3 December 2024 Exhibit 3.3 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 Engl |
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| December 9, 2024 |
Exhibit 10.21 Lock-Up Agreement Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 , 2024 Ladies and Gentlemen: The undersigned understands that you, as the placement agent (the “Placement Agent”), propose to enter into a Placement Agent Agreement (the “PAA”) with Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), r |
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| December 9, 2024 |
Exhibit 10.20 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [], 2024, between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and coll |
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| December 9, 2024 |
Exhibit 1.1 CONFIDENTIAL December [-], 2024 Mr. William Caragol Chief Financial Officer and Senior Vice President Robert Koch Strasse 50 55129 Mainz Germany Dear Mr. Caragol, This agreement (the “Agreement”) constitutes the agreement between Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), and Maxim Group |
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| November 29, 2024 |
Mainz Biomed Announces Stock Split Exhibit 99.1 Mainz Biomed Announces Stock Split BERKELEY, US and MAINZ, Germany – November 29, 2024 - Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, today announced a 1-for-40 reverse stock split of its issued and outstanding shares. The reverse stock split was authorized by the Board of Dire |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 15, 2024 |
NOTICE OF EXTRAORDINARY GENERAL MEETING OF MAINZ BIOMED N.V. Exhibit 99.1 MINUTES of the proceedings at the extraordinary general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571, held at the offices of CMS Derks Star Busman N.V., Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 13 November 2024 at 14.00 hours CET. CHAIRMAN AND SECRETARY Hans Hekland, non-executive |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 12, 2024 |
Exhibit 99.1 Mainz Biomed and Thermo Fisher Scientific Sign a Collaboration Agreement for the Development of Next Generation Colorectal Cancer Screening Product for Global Markets BERKELEY, US and MAINZ, Germany – November 12, 2024 - Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, today announ |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 8, 2024 |
November 8, 2024 William Caragol Chief Financial Officer Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Germany Re: Mainz Biomed N.V. Registration Statement on Form F-1 Filed November 5, 2024 File No. 333-282993 Dear William Caragol: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accele |
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| November 5, 2024 |
As filed with the United States Securities and Exchange Commission on November 5, 2024 As filed with the United States Securities and Exchange Commission on November 5, 2024 Registration No. |
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| November 5, 2024 |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.6 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This first amendment dated as of October 17, 2024, to that employment agreement (this “First Amendment”), is entered between Mainz Biomed N.V., a Dutch public company (“Company”), and William J. Caragol (the “Employee” and, together with the Company, each, a “Party” and collectively, the “Parties”). PRELIMINARY STATEMENTS A. Reference is hereby |
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| November 5, 2024 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Mainz Biomed N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Proposed Proposed Fee Maximum Maximum Calculation Offering Aggregate Amount of Security Security or Carry Amount Price Per Offering Registration Type Class Title Forward Rule Registered Unit Price Fee Rate Fee Fees to Be Paid Equ |
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| November 5, 2024 |
FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT Exhibit 10.3 FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT This first amendment dated as of October 17, 2024, to that management services agreement (this “First Amendment”), is entered between Mainz Biomed N.V., a Dutch public company (“Company”), and Guido Baechler (“Baechler” and, together with the Company, each, a “Party” and collectively, the “Parties”). PRELIMINARY STATEMENTS A. Reference |
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| November 5, 2024 |
ARTICLES OF ASSOCIATION Mainz Biomed N.V. dated 19 July 2024 Exhibit 3.2 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 Engli |
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| October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| October 21, 2024 |
Exhibit 99.1 Mainz Biomed Reports Mid-Year 2024 Financial Results and Provides Corporate Update Revenue increases 4% year over year while loss from operations decreases by 32% Pooled Results of ColoFuture and eAArly DETECT studies published at ASCO showing groundbreaking performance with sensitivity for CRC of 92% and 82% for advanced adenomas, including 95.8% detection of high-grade dysplasia Com |
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| October 18, 2024 |
Mainz Biomed N.V. Consolidated Statements of Financial Position (Expressed in US Dollars) Exhibit 99.2 Mainz Biomed N.V. Consolidated Statements of Financial Position (Unaudited) (Expressed in US Dollars) June 30, December 31, Note 2024 2023 ASSETS Current Assets Cash $ 977,764 $ 7,070,925 Trade and other receivables, net 4 139,414 93,555 Inventories 5 520,531 613,638 Prepaid expenses and other current assets 6 751,994 1,201,778 Total Current Assets 2,389,703 8,979,896 Property and equ |
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| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the six months ended June 30, 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive |
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| October 18, 2024 |
AGENDA of the extraordinary GENERAL MEETING OF mainz biomed N.V. Exhibit 99.4 AGENDA of the extraordinary GENERAL MEETING OF mainz biomed N.V. Agenda of the extraordinary general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 13 November 2024 at 14.00 hours Central Eur |
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| October 18, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included in Exhibit 99.2 to this Form 6-K. This discussion and analysis contains forward-looking statements based |
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| October 18, 2024 |
Exhibit 99.5 VOTING PROXY THE UNDERSIGNED Name: Address: Postal code and city: Country: Guidance note: To be further completed only if relevant Acting on behalf of: Name: Legal form: Country of incorporation: Address: Postal code and city: Country: (the “Principal”). GRANTS POWER OF ATTORNEY to Guidance note: Please check the applicable box below. ☐ each director of the Company ☐ each civil law no |
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| October 18, 2024 |
NOTICE OF EXTRAORDINARY GENERAL MEETING OF mainz biomed N.V. Exhibit 99.3 NOTICE OF EXTRAORDINARY GENERAL MEETING OF mainz biomed N.V. Notice is given that an extraordinary general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), will be held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 13 November 2024 at 14. |
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| October 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| October 9, 2024 |
MAINZ BIOMED N.V. Convertible Promissory Note Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| October 9, 2024 |
Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (the “Agreement”), dated as of October 8, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and MAINZ BIOMED N.V., a company incorporated under the laws of the Netherlands and registered with the trade register of the Chamber of Commerce under number 82122571 (the “Compan |
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| October 7, 2024 |
MYNZ / Mainz Biomed N.V. / KfW - SC 13G/A Passive Investment SC 13G/A 1 d29518dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 MAINZ BIOMED N.V. (Name of Issuer) Ordinary Shares, nominal value of €0.01 per share (Titles of Class of Securities) N5436L101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statemen |
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| October 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indic |
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| May 31, 2024 |
Mainz Biomed Reports Results of 2024 Annual General Meeting Exhibit 99.1 Mainz Biomed Reports Results of 2024 Annual General Meeting BERKELEY, US – MAINZ, Germany – May 31, 2024 — Mainz Biomed N.V. (NASDAQ: MYNZ), a molecular genetics diagnostic company specializing in the early detection of cancer, , held its annual general meeting (“Annual General Meeting”) on Friday, May 31, 2024 in Amsterdam, The Netherlands. Holders of 2,431,947 ordinary shares, repre |
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| April 24, 2024 |
Agenda of the Annual General Meeting Exhibit 99.3 Agenda of the Annual General Meeting Agenda of the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 31 May 2024 at 14.00 hours CET (the “AGM”). 1. Opening 2. Consideration of the |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Ind |
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| April 24, 2024 |
Notice of Annual General Meeting of Mainz Biomed N.V. Exhibit 99.2 Notice of Annual General Meeting of Mainz Biomed N.V. Notice is given that the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), will be held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 31 May 2024 at 14.00 hours CET (the |
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| April 24, 2024 |
Announcement of Annual General Meeting of Mainz Biomed N.V. Exhibit 99.1 Announcement of Annual General Meeting of Mainz Biomed N.V. 23 April 2024. Mainz Biomed N.V. announces that its annual general meeting will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 31 May 2024 at 14.00 hours CET. The notice of meeting, agenda for the meeting and related documents and further information regarding the meeting have |
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| April 24, 2024 |
Exhibit 99.5 Announcement of Nominations ANNOUNCEMENT OF NOMINATIONS OF MR. G. BÄCHLER FOR REAPPOINTMENT AS EXECUTIVE DIRECTOR AND OF MR. H.J. HEKLAND, MR. G.J. TIBBITTS AND DR. H. DREISMANN FOR REAPPOINTMENT AS NON-EXECUTIVE DIRECTOR 23 April 2024. Mainz Biomed N.V. announces that Mr. G. Bächler has been nominated by the board for reappointed as executive director and that Mr. H.J. Hekland, Mr. G |
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| April 24, 2024 |
Exhibit 99.4 Form of Voting Proxy THE UNDERSIGNED Name: Address: Postal code and city: Country: Guidance note: To be further completed only if relevant Acting on behalf of: Name: Legal form: Country of incorporation: Address: Postal code and city: Country: (the “Principal”). GRANTS POWER OF ATTORNEY to Guidance note: Please check the applicable box below. ☐ each director of the Company ☐ each civi |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Ind |
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| April 19, 2024 |
Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (the “Agreement”), dated as of April , 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and MAINZ BIOMED N.V., a company incorporated under the laws of the Netherlands and registered with the trade register of the Chamber of Commerce under number 82122571 (the “Company”) |
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| April 19, 2024 |
MAINZ BIOMED N.V. Convertible Promissory Note Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| April 9, 2024 |
Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William Caragol, certify that: 1. I have reviewed this annual report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a ma |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| April 9, 2024 |
Exhibit 11.1 Insider Trading Policy This Insider Trading Policy describes the standards of Mainz Biomed N.V., a company incorporated under the laws of the Netherlands (the “Company”) and its subsidiaries on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided in |
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| April 9, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Mainz Biomed N.V. We consent to the inclusion by reference in the Form F-3 Registration Statement of Mainz Biomed N.V. (the “Company”) (File No. 333-269091), our report dated April 8, 2024, relating to our audits of the consolidated statements of financial position of Mainz Biomed N.V., as of Decembe |
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| April 9, 2024 |
Exhibit 13.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Mainz Biomed N.V., a company incorporated under the laws of the Netherlands (the “Company”) on Form 20-F for the year ended December 31, 2023, as filed with the S |
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| April 9, 2024 |
Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Guido Baechler, certify that: 1. I have reviewed this annual report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mat |
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| April 9, 2024 |
MAINZ BIOMED N.V CLAWBACK POLICY Exhibit 97.1 MAINZ BIOMED N.V CLAWBACK POLICY Introduction The Board of Directors (“Board”) of Mainz Biomed N.V. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this policy, which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reportin |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of: February 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| February 23, 2024 |
MAINZ BIOMED USA, INC. CARVE-OUT PLAN Exhibit 99.1 MAINZ BIOMED USA, INC. CARVE-OUT PLAN 1. Purpose. The Mainz Biomed USA, Inc. Carve-Out Plan, as may be amended from time to time (the “Plan”), is intended to encourage and reinforce the continued attention and dedication of senior management and other key employees of Mainz Biomed USA, Inc. (the “Company”) by providing a payment opportunity to such employees on the consummation of a C |
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| February 13, 2024 |
MYNZ / Mainz Biomed N.V. / KfW - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 MAINZ BIOMED N.V. (Name of Issuer) Ordinary Shares, nominal value of €0.01 per share (Titles of Class of Securities) N5436L101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| November 16, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included in Exhibit 99.2 to this Form 6-K. This discussion and analysis contain forward-looking statements based |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the nine months ended September 30, 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal exec |
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| November 16, 2023 |
Exhibit 99.2 Mainz Biomed N.V. Condensed Consolidated Statements of Financial Position (Unaudited) (Expressed in US Dollars, except share data). September 30, December 31, Note 2023 2022 ASSETS Current Assets Cash $ 9,320,381 $ 17,141,775 Trade receivables, net 4 108,630 66,984 Inventories 5 493,588 175,469 Prepaid expenses and other current assets 6 1,052,693 994,113 Total Current Assets 10,975,2 |
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| November 16, 2023 |
Exhibit 99.3 Mainz Biomed Reports Third Quarter 2023 Financial Results and Provides Corporate Update ColoAlert® Revenue Increases 102% Year Over Year for the Nine Months Ended September 30, 2023 ColoFuture Study Reported Groundbreaking Results Demonstrating Sensitivity for Colorectal Cancer of 94% with Specificity of 97% and Advanced Adenoma Sensitivity of 80% BERKELEY, US – MAINZ, Germany – Novem |
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| November 15, 2023 |
Exhibit 10.1 Securities PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 13, 2023, between Mainz Biomed N.V., a public company under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and con |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 15, 2023 |
PLACEMENT AGENCY AGREEMENT November 13, 2023 Exhibit 1.1 PLACEMENT AGENCY AGREEMENT November 13, 2023 Mainz Biomed N.V Robert Koch Strasse 50 55129 Mainz Germany Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Mainz Biomed N.V., a public company under Dutch law (the “Company”), hereby agrees to sell up to an aggregate of $5,000,000.40 of securities of the Company, including, but not limited |
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| November 15, 2023 |
PRE-FUNDED PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.1 PRE-FUNDED PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: November 13, 2023 THIS PRE-FUNDED PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial |
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| November 15, 2023 |
COMMON PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.2 COMMON PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Original Issuance Date: November 13, 2023 Initial Exercise Date: November 13, 2023 THIS COMMON PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*]. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or |
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| November 14, 2023 |
Filed pursuant to Rule 424(b)(5) Registration No. 333-269091 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 30, 2022) 3,359,655 Ordinary Shares 807,012 Pre-Funded Warrants 807,012 Ordinary Shares Underlying the Pre-Funded Warrants 4,166,667 Common Warrants 4,166,667 Ordinary Shares Underlying the Common Warrants We are offering 3,359,655 of our ordinary shares, nominal value €0.01 per share ( |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 13, 2023 |
Mainz Biomed Announces Pricing of $5.0 million Registered Direct Offering Exhibit 99.1 Mainz Biomed Announces Pricing of $5.0 million Registered Direct Offering BERKELEY, Calif. and MAINZ, Germany, Nov. 13, 2023 (GLOBE NEWSWIRE) - Mainz Biomed N.V. (Nasdaq: MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, announced today that it has entered into a securities purchase agreement with several in |
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| September 26, 2023 |
Mainz Biomed N.V. Ordinary Shares Filed pursuant to Rule 424(b)(5) Registration No. 333-269091 PROSPECTUS SUPPLEMENT No. 1 (To Prospectus Dated December 30, 2022 and Prospectus Supplement Dated June 28, 2023) $5,500,000 Mainz Biomed N.V. Ordinary Shares We are offering $5,500,000 of our ordinary shares, par value €0.01 per share (our “Ordinary Shares”), by this prospectus supplement, the accompanying prospectus and the accompanyin |
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| September 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| September 13, 2023 |
Exhibit 99.1 Mainz Biomed’s ColoFuture Study, Evaluating its Novel mRNA Biomarkers, Reports Groundbreaking Topline Results Demonstrating Sensitivity for Colorectal Cancer of 94% with Specificity of 97% and Advanced Adenoma Sensitivity of 81% Multiple novel mRNA biomarkers identified for potential integration into pivotal FDA PMA clinical trial (ReconAAsense) BERKELEY, US – MAINZ, Germany – Septemb |
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| August 15, 2023 |
Exhibit 99.3 Mainz Biomed Announces Financial Half Year Results 2023 and Provides Corporate Update ColoAlert® Revenue Increases 108% Year Over Year in the First Six Months of 2023 ColoFuture and eAArly Detect Studies on Track to Report Results in September and in Q4, 2023 BERKELEY, US – MAINZ, Germany – August 15, 2023 — Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecula |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the three months ended June 30, 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executiv |
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| August 15, 2023 |
Exhibit 99.2 Mainz Biomed N.V. Condensed Interim Consolidated Statements of Financial Position (Unaudited) (Expressed in US Dollars). June 30, December 31, Note 2023 2022 ASSETS Current Assets Cash $ 10,911,087 $ 17,141,775 Trade and other receivables, net 4 370,931 259,138 Inventories 387,178 175,469 Prepaid expenses 5 455,934 801,959 Total current assets 12,125,130 18,378,341 Property and equipm |
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| August 15, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included in Exhibit 99.2 to this Form 6-K. This discussion and analysis contain forward-looking statements based |
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| July 11, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Mainz Biomed N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, nominal value of |
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| July 11, 2023 |
MAINZ BIOMED N.V. AMENDED AND RESTATED 2022 OMNIBUS INCENTIVE PLAN Exhibit 10.2 MAINZ BIOMED N.V. AMENDED AND RESTATED 2022 OMNIBUS INCENTIVE PLAN This Amended and Restated 2022 Omnibus Incentive Plan of Mainz Biomed N.V. is effective as of July 10, 2023. WHEREAS, the Board of Directors of Mainz Biomed N.V. and the compensation committee of the Board of Directors have deemed it to be in the best interests of the Mainz Biomed N.V. to amend the 2022 Omnibus Incenti |
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| July 11, 2023 |
As filed with the Securities and Exchange Commission on July 11, 2023 As filed with the Securities and Exchange Commission on July 11, 2023 Registration No. |
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| June 28, 2023 |
Exhibit 10.1 PRE-PAID ADVANCE AGREEMENT THIS PRE-PAID ADVANCE AGREEMENT (this “Agreement”) dated as of June 28, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and MAINZ BIOMED N.V., a company incorporated under the laws of the Netherlands and registered with the trade register of the Chamber of Commerce under number 82122571 (the “Company” |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indi |
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| June 28, 2023 |
Mainz Biomed N.V. Ordinary Shares Filed pursuant to Rule 424(b)(5) Registration No. 333-269091 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 30, 2022) $50,250,000 Mainz Biomed N.V. Ordinary Shares We are offering $50,250,000 of our ordinary shares, par value €0.01 per share (our “Ordinary Shares”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited partn |
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| June 28, 2023 |
MAINZ BIOMED N.V. Convertible Promissory Note Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| June 28, 2023 |
Exhibit 99.1 MINUTES of the proceedings at the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571, held at the offices of CMS Derks Star Busman N.V., Atrium, Parnassusw eg 737 , 1077 DG Amsterdam, the Netherlands, on 28 June 2023 at 14.00 hours CET. CHAIRMAN AND SECRETARY Hans Hekiand, non-executive director |
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| May 19, 2023 |
AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. Exhibit 99.3 AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. Agenda of the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 28 June 2023 at 14.00 hours CET (the “AGM”). 1. Opening 2 |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indic |
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| May 19, 2023 |
Exhibit 99.4 VOTING PROXY THE UNDERSIGNED Name: Address: Postal code and city: Country: Acting on behalf of: To be completed only if relevant Name: Legal form: Country of incorporation: Address: Postal code and city: Country: (the “Principal”). GRANTS POWER OF ATTORNEY to Please check the applicable box below. ☐ each director of the Company ☐ each civil law notary, assigned civil law notary and ca |
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| May 19, 2023 |
ANNOUNCEMENT annual general meeting mainz biomed n.v. Exhibit 99.1 ANNOUNCEMENT annual general meeting mainz biomed n.v. May 19, 2023. Mainz Biomed N.V. announces that its annual general meeting will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 28 June 2023 at 14.00 hours CET. The notice of meeting, agenda for the meeting and related documents and further information regarding the meeting have been m |
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| May 19, 2023 |
NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Exhibit 99.2 NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Notice is given that the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), will be held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 28 June 2023 at 14.00 hours CET (the |
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| May 16, 2023 |
Exhibit 99.2 INDEX TO FINANCIAL STATEMENTS Page MAINZ BIOMED N.V. Three Months Ended March 31, 2023 Financial Statements (Unaudited): Condensed Interim Consolidated Statements of Financial Position F-2 Condensed Interim Consolidated Statements of Profit and Loss and Comprehensive Loss F-3 Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficit) F-4 Condensed Interim C |
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| May 16, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included in Exhibit 99.2 to this Form 6-K. This discussion and analysis contain forward-looking statements based |
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| May 16, 2023 |
Exhibit 99.3 Mainz Biomed Announces First Quarter 2023 Financial Results and Provides Corporate Update - ColoAlert® Revenue Increases 152% Year Over Year BERKELEY, US – MAINZ, Germany – May 16, 2023 — Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, announced today first quarter results which e |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the three months ended March 31, 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executi |
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| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| April 7, 2023 |
Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Mainz Biomed N.V. We consent to the inclusion in the Form F-3 Registration Statement of Mainz Biomed N.V. (the “Company”) (File No. 333-269091), our report dated April 7, 2023, relating to our audits of the consolidated statements of financial position of Mainz Biomed N.V., as of December 31, 2022 an |
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| April 7, 2023 |
Description of Securities registered under Section 12 of the Exchange Act Exhibit 2.1 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) The ordinary shares of our company, Mainz Biomed N.V., are listed and traded on the Nasdaq Capital Market and, in connection therewith, the Class A ordinary shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a descri |
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| April 7, 2023 |
Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Mainz Biomed N.V. We consent to the inclusion in the Form F-3 Registration Statement of Mainz Biomed N.V. (the “Company”) (File No. 333-269091), our report dated May 2, 2022, relating to our audits of the consolidated statement of financial position of Mainz Biomed N.V., as of December 31, 2020, the |
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| April 7, 2023 |
Section 302(a) Certification of CFO Exhibit 12.2 Certification I, William Caragol, certify that: 1. I have reviewed this Annual Report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| April 7, 2023 |
Section 906 Certifications of CEO and CFO Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 For purposes of 18 U.S.C. Section 1350, the undersigned officer of Mainz Biomed N.V., a company incorporated under the laws of the Netherlands (the “Company”), hereby certifies, to such officer’s knowledge, that: (i) the Annual Report on Form 20-F of the Company for the year ended December 31, 2022 (the “Report”) fully complies with the |
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| April 7, 2023 |
Section 302(a) Certification of CEO Exhibit 12.1 Certification I, Guido Baechler, certify that: 1. I have reviewed this Annual Report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| March 1, 2023 |
MYNZ / Mainz Biomed N.V. / KfW - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 MAINZ BIOMED N.V. (Name of Issuer) Ordinary Shares, nominal value of €0.01 per share (Titles of Class of Securities) N5436L101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| February 21, 2023 |
Exhibit 99.1 Mainz Biomed Acquires Entire Intellectual Property Portfolio for its Colorectal Cancer Diagnostic Test Program Transaction entails executing option agreements to purchase IP portfolio associated with current ColoAlert product and the novel gene expression (mRNA) biomarkers being evaluated in ColoFuture/eAARLY DETECT Studies BERKELEY, US – MAINZ, Germany – February 21, 2023 — Mainz Bio |
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| February 21, 2023 |
Exhibit 10.1 Intellectual Property Asset Purchase Agreement This agreement (the “Agreement”) is effective as of February 15, 2023, BETWEEN: MAINZ BIOMED N.V., a corporate body incorporated in Amsterdam, with its principal place of business located at Sirius Gutenberg Park Robert-Koch-Straße 50, 55129, Mainz, Germany; hereinafter referred to as “MAINZ”, AND: Uni Targeting Research AS, a Norwegian l |
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| February 21, 2023 |
Assignment Agreement, dated February 15, 2023, with SOCPRA Sciences Sante et Humaines S.E.C. Exhibit 10.2 Assignment Agreement This agreement (the “Assignment Agreement”) is effective as of February 15, 2023, (the “Effective Date”). BETWEEN: SOCPRA SCIENCES SANTÉ ET HUMAINES S.E.C., operating under the name TRANSFERTECH SHERBROOKE, a Limited Partnership duly incorporated pursuant to the Civil Code of Québec, having its head office at 35 Radisson Street, Office 200, Sherbrooke, (Quebec), C |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| January 20, 2023 |
Letter of BF Borgers CPA P.C., dated January 20, 2023 Exhibit 16.1 [BF Borgers Letterhead] January 20, 2023 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Commissioners: We have read the statements made by Mainz Biomed N.V. in its Form 6-K dated January 20, 2023. We agree with the statements concerning our firm in such Form 6-K; we are not in a position to agree or disagree with other statements of Mainz Biomed N.V. contai |
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| January 10, 2023 |
Up to $50,000,000 Ordinary Shares Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-269091 PROSPECTUS Up to $50,000,000 Ordinary Shares We have entered into a Controlled Equity OfferingSM Sales Agreement, or the Sales Agreement, with Cantor Fitzgerald & Co., together referred to herein as the Sales Agent, relating to our ordinary shares, nominal value €0.01 per share, offered by this prospectus. In accordance with the terms o |
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| January 5, 2023 |
Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz CORRESP 1 filename1.htm Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Germany January 5, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Mainz Biomed N.V. Registration Statement on Form F-3 File No. 333-269091 Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities |
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| January 4, 2023 |
United States securities and exchange commission logo January 4, 2023 Guido Baechler Chief Executive Officer Mainz Biomed N. |
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| December 30, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Mainz Biomed N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry |
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| December 30, 2022 |
As filed with the Securities and Exchange Commission on December 30, 2022 Registration No. |
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| December 30, 2022 |
EX-1.2 2 ea170924ex1-2mainzbiomed.htm FORM OF SALES AGREEMENT, DATED DECEMBER 30, 2022, BETWEEN MAINZ BIOMED N.V. AND CANTOR FITZGERALD & CO Exhibit 1.2 Execution Version MAINZ BIOMED N.V. Ordinary Shares (par value €0.01 per share) Controlled Equity OfferingSM Sales Agreement December 30, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Mainz Biomed N.V., a Du |
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| December 20, 2022 |
Exhibit 99.1 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 Engl |
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| December 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 4, 2022 |
AGENDA of the extraordinary GENERAL MEETING OF mainz biomed N.V. EX-99.3 4 ea168045ex99-3mainzbio.htm AGENDA OF THE EXTRAORDINARY GENERAL MEETING Exhibit 99.3 AGENDA of the extraordinary GENERAL MEETING OF mainz biomed N.V. Agenda of the extraordinary general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1 |
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| November 4, 2022 |
NOTICE OF extraordinary GENERAL MEETING OF mainz biomed N.V. Exhibit 99.2 NOTICE OF extraordinary GENERAL MEETING OF mainz biomed N.V. Notice is given that the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), will be held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 14 December 2022 at 15.00 hou |
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| November 4, 2022 |
EX-99.4 5 ea168045ex99-4mainzbio.htm VOTING PROXY Exhibit 99.4 VOTING PROXY THE UNDERSIGNED Name : Address : Postal code and city : Country : Acting on behalf of: Only to be completed if relevant. Name : Legal form : Country of incorporation : Address : Postal code and city : Country : (the “Principal”). GRANTS POWER OF ATTORNEY to Please check the applicable box. ☐ Mr. M. Eidens, executive direct |
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| November 4, 2022 |
ANNOUNCEMENT extraordinary general meeting mainz biomed n.v. Exhibit 99.1 ANNOUNCEMENT extraordinary general meeting mainz biomed n.v. 3 November 2022. Mainz Biomed N.V. announces that an extraordinary general meeting will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 14 December 2022 at 15.00 hours CET. The notice of meeting, agenda for the meeting and related documents and further information regarding the |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| September 28, 2022 |
EX-99.1 2 ea166399ex99-1mainzbiomed.htm PRESS RELEASE - MAINZ BIOMED STRENGTHENS BOARD OF DIRECTORS WITH NOMINATION OF DR. HEINER DREISMANN AND GREGORY TIBBITTS Exhibit 99.1 Mainz Biomed Strengthens Board of Directors with Nomination of Dr. Heiner Dreismann and Gregory Tibbitts Dr. Dreismann, Former Roche Molecular Diagnostics CEO, and Mr. Tibbitts, a Highly-accomplished Life-Sciences Executive, P |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| September 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the six months ended June 30, 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive |
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| September 7, 2022 |
Exhibit 99.2 INDEX TO FINANCIAL STATEMENTS Page MAINZ BIOMED N.V. Six Month Ended June 30, 2022 and 2021 Financial Statements (Unaudited): Condensed Interim Consolidated Statements of Financial Position F-2 Condensed Interim Consolidated Statements of Profit and Loss and Comprehensive Loss F-3 Condensed Interim Consolidated Statements of Changes in Shareholders? Equity (Deficit) F-4 Condensed Inte |
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| September 7, 2022 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included in Exhibit 99.2 to this Form 6-K. This discussion and analysis contain forward-looking statements based |
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| September 7, 2022 |
Mainz Biomed Reports First Half 2022 Financial Results Exhibit 99.3 Mainz Biomed Reports First Half 2022 Financial Results ● 127% year-over-year increase in ColoAlert revenue ● Mid-year cash balance of $26 Million BERKELEY, US – MAINZ, Germany – September 7, 2022 — Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, announced today financial results f |
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| July 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indi |
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| July 1, 2022 |
of the proceedings at the annual general meeting of EX-99.1 2 ea162374ex99-1mainzbio.htm BOARD MINUTES REGARDING THE ANNUAL GENERAL MEETING DATED JUNE 28, 2022 Exhibit 99.1 MINUTES of the proceedings at the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, t |
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| June 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indi |
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| June 3, 2022 |
MAINZ BIOMED N.V. 2022 OMNIBUS INCENTIVE PLAN Exhibit 99.6 MAINZ BIOMED N.V. 2022 OMNIBUS INCENTIVE PLAN SECTION 1. Establishment and Purpose. (a) Purpose. The purpose of the Plan is to promote the interests of Mainz Biomed N.V., a corporation incorporated in the Netherlands (the ?Corporation?), and its shareholders by providing eligible employees, directors and consultants with additional incentives to remain with the Corporation and its aff |
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| June 3, 2022 |
ANNOUNCEMENT annual general meeting mainz biomed n.v. EX-99.1 2 ea160517ex99-1mainzbio.htm ANNOUNCEMENT OF ANNUAL GENERAL MEETING Exhibit 99.1 ANNOUNCEMENT annual general meeting mainz biomed n.v. 20 May 2022. Mainz Biomed N.V. announces that its annual general meeting will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 28 June 2022 at 15.00 hours CET. The notice of meeting, agenda for the meeting and |
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| June 3, 2022 |
Exhibit 99.4 |
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| June 3, 2022 |
AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. EX-99.3 4 ea160517ex99-3mainzbio.htm AGENDA OF THE ANNUAL GENERAL MEETING Exhibit 99.3 AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. Agenda of the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the |
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| June 3, 2022 |
NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Exhibit 99.2 NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Notice is given that the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the ?Company?), will be held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 28 June 2022 at 15.00 hours CET (the |
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| June 3, 2022 |
Exhibit 99.5 Remuneration Policy Mainz Biomed N.V. Adopted by the General Meeting on [date] 1. introduction 1.1 The purpose of this Remuneration Policy is to present the framework for the remuneration for the Board of the Company in a clear and comprehensible manner. This Remuneration Policy shall also be applied when appointing new members for the Board. 1.2 This Remuneration Policy has been prep |
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| May 16, 2022 |
MYNZ / Mainz Biomed B.V. / Eidens Moritz - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MAINZ BIOMED N.V. (Name of Issuer) Ordinary Shares, €0.01 par value per share (Title of Class of Securities) N5436L101 (CUSIP Number) May 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| May 16, 2022 |
MYNZ / Mainz Biomed B.V. / Hekland Hans - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MAINZ BIOMED N.V. (Name of Issuer) Ordinary Shares, €0.01 par value per share (Title of Class of Securities) N5436L101 (CUSIP Number) May 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| May 3, 2022 |
Section 302(a) Certification of CEO EXHIBIT 12.1 Certification I, Guido Baechler, certify that: 1. I have reviewed this Annual Report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
