MYNZ updates Articles of Association and links changes to F-3

Rhea-AI Filing Summary

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.

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)

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 ☐

Deed of Amendment

On November 13, 2025, we amended our Articles of Amendment by a Deed of Amendment. Among the primary changes to our Articles of Amendment were to:

● decrease the nominal value of our nominal value of our ordinary shares and preferred shares from €0.40 to €0.01;

● increase our authorized share capital to €125,000 divided into (i) 11,250,000 ordinary shares and 1,250,000 preferred shares (which will be increased into an authorized share capital of €500,000 divided into (i) 45,000,000 ordinary shares and (ii) 5,000,000 preferred shares if the number of outstanding ordinary shares exceeds 10,000,000); and

● eliminate the ability to issue fractional shares.

The above description is qualified in its entirety by reference to the complete text of the English language translation of the Deed of Amendment attached as Exhibit 4.1 to this report, to our Articles of Association, as amended.

Exhibit Index

Exhibit No.		Description
4.1		Unofficial English translation of Deed of Amendment, dated November 13, 2025

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) and into the base prospectus and any prospectus supplement outstanding under the foregoing registration statement.

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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: November 26, 2025	By:	/s/ William J. Caragol
		Chief Financial Officer

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FAQ

What did Mainz Biomed N.V. (MYNZ) announce in this Form 6-K?

Mainz Biomed N.V. announced that it executed a Deed of Amendment on November 13, 2025 to amend its Articles of Association. The detailed changes are provided in an unofficial English translation attached as Exhibit 4.1.

Where can investors find the details of Mainz Biomed’s Deed of Amendment?

The detailed terms of the Deed of Amendment are contained in the unofficial English translation of the document, which is filed as Exhibit 4.1 to this Form 6-K.

How does this Form 6-K affect Mainz Biomed’s Form F-3 shelf registration?

The information in this Form 6-K is incorporated by reference into Mainz Biomed’s Registration Statement on Form F-3 (File No. 333-269091), including the base prospectus and any outstanding prospectus supplements, making these governance changes part of the F-3 disclosure package.

Does the filing specify the primary changes to Mainz Biomed’s Articles of Association?

The filing states that the Deed of Amendment includes primary changes to the Articles of Association but directs readers to the English translation in Exhibit 4.1 and the Articles of Association, as amended, for the complete description.

Who signed the Form 6-K for Mainz Biomed N.V.?

The Form 6-K was signed on behalf of Mainz Biomed N.V. by William J. Caragol, who is identified as the company’s Chief Financial Officer, dated November 26, 2025.

Is this Form 6-K related to Mainz Biomed’s financial results?

No, this Form 6-K relates to a Deed of Amendment to the company’s Articles of Association and its incorporation into the existing Form F-3 registration materials, rather than to financial performance data.