[6-K] Mainz Biomed N.V. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Transaction summary: On August 4, 2025, Mainz Biomed N.V. entered into a Securities Purchase Agreement to sell 2,222,222 pre-funded units, closing on August 5, 2025, for expected gross proceeds of approximately $3,000,000 before fees and expenses.

Each pre-funded unit consists of one pre-funded warrant (exercisable immediately at a remaining exercise price of $0.001) and one-and-one-half ordinary warrants (exercisable immediately at $1.35 per share, expiring five years from issuance). Ordinary warrants include anti-dilution protections for dividends, splits and similar transactions. Mainz paid the placement agent a fee equal to 7% of gross proceeds plus $85,000 in fixed fees. The SPA and related warrant forms were filed as exhibits to the Form F-1 and information is incorporated into the Form F-3 registration statement.

Positive

• Approx. $3.0M gross proceeds raised through the Offering, providing immediate liquidity
• Pre-funded warrants exercisable immediately at a nominal remaining exercise price of $0.001, enabling conversion flexibility
• Ordinary warrants include anti-dilution protections for dividends, splits and similar transactions

Negative

• Potential dilution from 2,222,222 pre-funded units and associated warrants upon exercise
• Placement agent compensation equal to 7% of gross proceeds plus $85,000, a notable fee given offering size

Insights

Securities Analyst

TL;DR: A $3.0M pre-funded unit financing closed Aug 5, 2025, providing immediate liquidity and issuing exercisable warrants with anti-dilution protections.

The transaction raises approximately $3.0 million in gross proceeds through the sale of 2,222,222 pre-funded units, each including an immediately exercisable pre-funded warrant and 1.5 ordinary warrants exercisable at $1.35 and expiring in five years. The pre-funded warrants carry a $0.001 remaining exercise price, enabling conversion with minimal cash required from holders, which implies potential near-term dilution upon exercise. Placement agent compensation totals 7% of gross proceeds plus $85,000, a material underwriting cost relative to the offering size. Documentation is filed via the Form F-1 and incorporated into the Form F-3.

Corporate Governance Expert

TL;DR: Financing documents include customary reps, warranties and indemnities; warrants include standard anti-dilution language.

The SPA and Placement Agency Agreement contain customary representations, warranties, and indemnification provisions as disclosed. Ordinary warrants include anti-dilution adjustments for stock dividends and splits, which protect warrant holders from certain capital actions. The use of pre-funded warrants with a nominal $0.001 exercise price transfers dilution timing to when holders elect to exercise. Documentation is attached to the registration filings referenced in the report, supporting disclosure completeness.

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)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☒     Form 40-F ☐

Entry into Material Agreements

Securities Purchase Agreement

On August 4, 2025, we entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “Purchaser”) pursuant to which we sold to the Purchaser 2,222,222 pre-funded units with each pre-funded unit consisting of one pre-funded warrant to purchase one ordinary share and one and one-half ordinary warrants (the “Offering”). Each pre-funded unit was sold at an offering price of $1.35 less the nominal remaining exercise price of $0.001. The Offering is expected to result in gross proceeds to us of approximately $3,000,000 before deducting placement agent fees and other estimated offering expenses (the “Offering”). The Offering closed on August 5, 2025.

Each pre-funded warrant is immediately exercisable upon issuance and can be exercised until all such pre-funded warrants are exercised at the remaining exercise price per share equal to $0.001. Each ordinary warrant is immediately exercisable upon issuance at an exercise price of $1.35 per share and will expire five years from the date of issuance. Each ordinary warrant is subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions. The SPA contains customary representations, warranties, and indemnification provisions.

Placement Agency Agreement

We also entered into a placement agency agreement, dated August 4, 2025 (the “Placement Agency Agreement”) with Maxim Group, LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the placement agent in connection with the Offering. Pursuant to the Placement Agency Agreement, we paid the Placement Agent an aggregate fee equal to 7% of the gross proceeds raised in the Offering plus $85,000 in fixed fees. The Placement Agency Agreement contains customary representations, warranties, and indemnification provisions.

The form of the ordinary warrants, the form of the pre-funded warrants, the SPA, and the Placement Agency Agreement were described in the Registration Statement on Form F-1 (no. 333-289095) for the Offering and were attached as exhibits thereto.

The information contained in this Report on Form 6-K is hereby incorporated by reference into our Registration Statement on Form F-3 (File No. 333-269091).

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SIGNATURE

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

Date: August 5, 2025	By:	/s/ William J. Caragol
		Chief Financial Officer

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FAQ

What did Mainz Biomed (MYNZ) announce in the Form 6-K dated August 2025?

Mainz Biomed announced it entered into a Securities Purchase Agreement and closed an Offering that sold 2,222,222 pre-funded units, closing on August 5, 2025.

How much gross proceeds did MYNZ expect from the Offering?

The Offering was expected to result in approximately $3,000,000 in gross proceeds before placement agent fees and offering expenses.

What are the exercise terms of the pre-funded warrants and ordinary warrants?

Pre-funded warrants are immediately exercisable at a remaining exercise price of $0.001; ordinary warrants are immediately exercisable at $1.35 per share and expire five years from issuance.

Who acted as placement agent and what were the fees?

Maxim Group, LLC served as exclusive placement agent; fees were 7% of gross proceeds plus $85,000 in fixed fees.

Are the transaction documents filed and where are they referenced?

Yes. The forms of warrants, the SPA, and the Placement Agency Agreement were described in the Form F-1 (No. 333-289095) and the information is incorporated by reference into the Form F-3 (File No. 333-269091).