Mainz Biomed NV SEC Filings

Mainz Biomed N.V. disclosed an insider ownership position through a Form 3 filing. Donahue Kevin Michael, identified as a 10% owner of the company, reported beneficial ownership of 643,850 shares of common stock, held directly. The event date for this ownership report is 10/17/2025. This filing serves as an initial statement of his existing holdings rather than detailing a new stock transaction.

Kevin Michael Donahue filed a Schedule 13G reporting beneficial ownership of 643,850 shares of Mainz Biomed N.V. common stock, representing 10.7% of the outstanding class.

He reports sole power to vote and to direct the vote for all 643,850 shares, with no shared voting authority. He also reports sole power to dispose or direct the disposition of these shares, again with no shared dispositive power. The filing characterizes him as an individual U.S. investor, not part of a group and not holding the stake on behalf of another person or subsidiary.

Mainz Biomed N.V. is filing a shelf registration to offer up to $150,000,000 of ordinary shares, preferred shares, warrants and units from time to time. Any offerings are subject to Form F-3 limits that cap primary sales at no more than one-third of the company’s public float in any 12‑month period until its non‑affiliate market value exceeds $75,000,000.

The company develops in‑vitro diagnostic tests for early cancer detection, including its marketed ColoAlert colorectal cancer screening test in Europe and a next‑generation mRNA-based CRC test. Feasibility studies (ColoFuture in Europe and eAArly DETECT in the U.S.) reported CRC sensitivities of 94% and 97% and AA sensitivities of 80% and 82%, with specificities up to 97%, across 690 pooled subjects.

Pipeline work includes the PancAlert pancreatic cancer program and collaborations with Thermo Fisher, Quest Diagnostics, Liquid Biosciences and Microba. Recent restructuring reduced personnel by 65% and exited a German oncology lab to focus resources on ColoAlert in Europe, the next‑generation CRC test (including the eAArly DETECT 2 and reconAAsense studies) and PancAlert. Net proceeds from future sales under this shelf are expected to be used for working capital.

Mainz Biomed N.V. (MYNZ) is launching an at-the-market offering of ordinary shares with an aggregate offering price of up to $2,600,000 under its existing $150,000,000 shelf registration. The company has entered into an Equity Distribution Agreement with Maxim Group LLC, which will act as sales agent or principal and receive a 3.0% commission on gross proceeds.

The shares will be sold from time to time on the Nasdaq Capital Market or through other permitted methods at prevailing market prices, with no minimum amount required to be sold. Based on the November 20, 2025 closing price of $1.06 per share, the company illustrates up to 2,452,830 shares could be issued, which would bring total ordinary shares outstanding to up to 11,036,769, though the actual number will vary with market prices.

As of October 3, 2025, public float was approximately $14,850,214, calculated from 8,583,939 ordinary shares held by non-affiliates at $1.73 per share, and prior sales under the same Form F-3 totaled about $2,300,000 over the preceding 12 months. The company plans to use any net proceeds primarily to fund its eAArly Detect 2 clinical study, develop its next-generation colorectal cancer screening product and PancAlert pancreatic cancer candidate, expand ColoAlert commercially, repay debt, and for general corporate purposes.

Mainz Biomed N.V. reports that it executed a Deed of Amendment on November 13, 2025 to amend its Articles of Association. The report notes that the primary changes to the company’s Articles are set out in an unofficial English translation of the Deed of Amendment, which is attached as Exhibit 4.1.

The company also states that the information in this Form 6-K is incorporated by reference into its existing Registration Statement on Form F-3 (File No. 333-269091), including the related base prospectus and any outstanding prospectus supplements. This links the corporate governance amendments directly into the company’s broader capital markets documentation.

Mainz Biomed (MYNZ) entered an Equity Distribution Agreement with Maxim Group, permitting at-the-market sales of ordinary shares up to $10,000,000. The company disclosed that up to $2,300,000 of these shares may be sold under its effective Form F-3 shelf and a prospectus supplement dated October 3, 2025.

Sales, if any, may occur on Nasdaq or other U.S. markets, via methods permitted by law, including block trades. Mainz Biomed will pay a 3.0% sales commission to the agent. The company is not obligated to sell, and the agreement ends upon selling all offered shares or termination by either party.

Mainz Biomed N.V. filed a 424B5 prospectus supplement describing an at-the-market offering and summarizing key risks and capitalization. The company states it is an early-revenue stage business that has incurred operating losses since inception and may not reach profitability. Its commercial product ColoAlert is licensed and sold in Europe, while PancAlert remains an early-stage research candidate. The prospectus discloses potential dilution from outstanding instruments including up to 14,054,763 ordinary shares underlying warrants, 461,836 options, and 25,000 shares from convertible notes. It reports recent issuances of 1,321,000 ordinary shares since July 1, 2025 and net proceeds of approximately $2.6 million from sale of 2,222,222 pre-funded units, and contemplates sale of approximately $2.3 million of ordinary shares in this offering on a pro forma, as-adjusted basis. The filing lists numerous standard securities, regulatory, operational and market risks, and notes prior reverse-split activity to meet Nasdaq minimum bid-price requirements.

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 723,092 ordinary shares of Mainz Biomed N.V., representing 9.99% of the class. The filing states Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the shares, and that Armistice exercises shared voting and dispositive power over 723,092 shares while neither Armistice nor Mr. Boyd claim sole voting or dispositive power. The Master Fund is identified as the party with the right to receive dividends or sale proceeds. The filing clarifies these holdings are reported to be held in the ordinary course of business and not for the purpose of changing control.