Mainz Biomed (NASDAQ: MYNZ) sells cancer IP and lifts equity above Nasdaq minimum

Rhea-AI Filing Summary

Mainz Biomed N.V. entered into an asset purchase agreement on April 9, 2026 to sell the intellectual property for its next generation colorectal cancer screening product candidates to an Italian buyer for $1.25 million. Closing is expected by April 23, 2026, subject to standard conditions and certain third-party consents, shipments and patent-related deadlines.

The company plans to use net proceeds to settle outstanding liabilities and for general corporate purposes. Management reiterates that winding down ColoAlert and next generation colorectal programs allows focus on a pancreatic cancer detection candidate and exploration of post-quantum cybersecurity opportunities.

Mainz Biomed previously reported stockholders’ equity of $641,600, below the $2.5 million minimum in Nasdaq Listing Rule 5550(b)(1). After receiving a total equity investment of $6 million in preferred shares in February and March 2026 and reducing monthly expenditures, the company believes its stockholders’ equity now exceeds $2.5 million and that it is currently in compliance with the Nasdaq listing requirement.

Positive

• The company expects stockholders’ equity to exceed the $2.5 million minimum under Nasdaq Listing Rule 5550(b)(1), supported by a recent $6 million preferred equity investment and reduced expenditures, which helps maintain its Nasdaq Capital Market listing.

Negative

• Mainz Biomed has wound down its ColoAlert product and next generation colorectal cancer screening product candidates and is selling related IP, removing an entire therapeutic area from its pipeline and increasing reliance on newer pancreatic cancer and cybersecurity initiatives.

Insights

Small-cap healthcare & listing rules analyst

IP sale brings cash and supports Nasdaq equity compliance, while refocusing the pipeline.

Mainz Biomed is selling its next generation colorectal cancer screening IP for $1.25 million, following an earlier sale of ColoAlert IP. Together with a recent $6 million preferred equity investment, this strengthens the balance sheet after stockholders’ equity had fallen to $641,600.

The company explicitly targets the Nasdaq Listing Rule 5550(b)(1) threshold of $2.5 million stockholders’ equity, stating it now believes it exceeds that level. This, combined with reduced monthly expenditures after winding down colorectal programs, supports continued listing, though the business focus shifts heavily toward pancreatic cancer detection and post-quantum cybersecurity.

Investors may weigh the loss of a colorectal cancer pipeline against improved liquidity and listing compliance. Future disclosures will be important to understand development timelines and funding needs for the pancreatic cancer program and any cybersecurity initiatives.

8-K Event Classification

2 items: 1.01, 8.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Next Gen IP sale price: $1.25 million Reported stockholders’ equity: $641,600 Nasdaq equity requirement: $2.5 million +3 more

6 metrics

Next Gen IP sale price $1.25 million Consideration for sale of next generation colorectal cancer screening IP

Reported stockholders’ equity $641,600 As of year ended December 31, 2025 in Annual Report

Nasdaq equity requirement $2.5 million Minimum stockholders’ equity under Nasdaq Listing Rule 5550(b)(1)

Preferred equity investment $6 million Total from first tranche closing and second tranche pre-payment in Feb–Mar 2026

First tranche equity proceeds $3 million Received on February 13, 2026 at closing of first preferred share tranche

Second tranche pre-payment $3 million Pre-payment for second preferred share tranche received in March 2026

Key Terms

Material Definitive Agreement, asset purchase agreement, Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

asset purchase agreement financial

"we entered into an asset purchase agreement (the “Agreement”) for the sale"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

Nasdaq Listing Rule 5550(b)(1) regulatory

"required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1)"

stockholders’ equity financial

"we reported stockholders’ equity of $641,600, which is below the minimum"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

indemnification provisions legal

"The agreement contains standard representations and warranties and indemnification provisions."

Understanding 8-K Material Events →

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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 Number)		(I.R.S. Employer Identification No.)

Robert Koch Strasse 50, 55129 Mainz, Germany

(Address of Principal Executive Offices) (Zip Code)

+49 6131 5542860

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Ordinary Shares, nominal value €0.01 per share		QUCY		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Prior to February 2026, we had (i) marketed and sold our flagship ColoAlert product in European markets and (ii) continued to develop a next generation colorectal cancer screening product. In February 2026, our board of directors decided to wind down our ColoAlert product and the development of our next generation colorectal cancer screening product candidates, and to terminate the employment of those persons who were primarily dedicated to those ends, so that the Company could focus on the development of its pancreatic cancer screening product. On March 28, 2026, we sold the intellectual property behind ColoAlert, and, as previously disclosed, we were actively marketing the sale of the intellectual property behind our next generation colorectal cancer screening product candidates (the “Next Gen IP”).

On April 9, 2026, we entered into an asset purchase agreement (the “Agreement”) for the sale of the Next Gen IP to a third-party purchaser incorporated in Italy. Pursuant to the Agreement, we will sell the Next Gen IP to the buyer for a payment of $1.25 million. The sale of the Net Gen IP is to occur by April 23, 2026 (which date may be extended by seven days) and is contingent upon several standard closing conditions as well as conditions regarding the consent or acknowledgement if third parties in connection with the Next Gen IP, the shipment of certain samples and materials in connection with the Next Gen IP and the extension of certain deadlines in connection with patent applications. The agreement contains standard representations and warranties and indemnification provisions.

We intend to use the net proceeds from this sale for the settlement of outstanding liabilities and general corporate purposes.

The sale of the Next Gen IP does not affect our other operations, we continue to pursue our pancreatic cancer detection product candidate, and to explore opportunities in the area of post-quantum cybersecurity.

Item 8.01 Other Events.

In our Annual Report on Form 10-K for the year ended December 31, 2025, we reported stockholders’ equity of $641,600, which is below the minimum stockholders’ equity of $2.5 million required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1) (the “Rule”). As described in our Current Report on Form 8-K filed with the Commission on February 17, 2026, we entered into a Securities Purchase Agreement for the sale of preferred shares for which we received a payment of $3 million on February 13, 2026 for the closing of the first tranche and for which we have subsequently received a pre-payment of an additional $3 million for a second tranche, in March 2026. Additionally, the decision by our board of directors to wind down our ColoAlert product and the development of our next generation colorectal cancer screening product candidates has reduced our monthly expenditures. As a result of the $6 million equity investment, we believe that we are currently in compliance with the Rule because we believe that our stockholders’ equity exceeds $2.5 million.

1

SIGNATURES

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

	Mainz Biomed N.V.
	By:	/s/ William Caragol
		Name:	William Caragol
		Title:	Chief Financial Officer

Dated: April 15, 2026

2

FAQ

What asset did Mainz Biomed (MYNZ) agree to sell on April 9, 2026?

Mainz Biomed agreed to sell the intellectual property for its next generation colorectal cancer screening product candidates. The buyer is a third-party company incorporated in Italy, and the asset purchase is governed by an executed agreement with standard representations, warranties and indemnification provisions.

How much will Mainz Biomed (MYNZ) receive from the Next Gen IP sale?

The company will receive $1.25 million for the sale of the Next Gen IP. This cash inflow follows a prior sale of ColoAlert IP and is intended to help settle outstanding liabilities and support general corporate purposes as Mainz refocuses its business.

When is the Mainz Biomed Next Gen IP transaction expected to close?

Closing of the Next Gen IP sale is scheduled to occur by April 23, 2026. The date may be extended by seven days and is contingent on standard closing conditions, third-party consents or acknowledgements, shipment of samples and materials, and extensions of certain patent application deadlines.

How will Mainz Biomed (MYNZ) use the proceeds from the IP sale?

Mainz Biomed intends to use the net proceeds from the $1.25 million IP sale to settle outstanding liabilities and for general corporate purposes. This supports liquidity as the company pivots away from colorectal programs toward pancreatic cancer detection and post-quantum cybersecurity opportunities.

Why did Mainz Biomed wind down its ColoAlert and next generation colorectal programs?

In February 2026, the board decided to wind down ColoAlert and related next generation colorectal cancer screening candidates. The goal was to reduce expenditures and allow greater focus on developing a pancreatic cancer screening product, while also exploring opportunities in post-quantum cybersecurity technologies.

Is Mainz Biomed currently in compliance with Nasdaq Listing Rule 5550(b)(1)?

The company reported stockholders’ equity of $641,600, below the $2.5 million minimum, in its 2025 annual report. After a total of $6 million in preferred equity investment and cost reductions, Mainz Biomed now believes its stockholders’ equity exceeds $2.5 million, supporting compliance.

How much equity financing did Mainz Biomed (MYNZ) raise in early 2026?

Mainz Biomed received $3 million in February 2026 at closing of the first tranche of preferred share sales and a further $3 million pre-payment for a second tranche in March 2026. This $6 million equity investment underpins its improved stockholders’ equity position.

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