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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):
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 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 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 20, 2026, Mainz
Biomed N.V. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock
Market indicating that, based upon the closing bid price of the Company’s ordinary shares, nominal value €0.01 per share (the
“Ordinary Shares”) for the 30 consecutive business days between February 5, 2026, to March 19, 2026, the Company
did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market (“Nasdaq”)
pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180
calendar days, or until September 16, 2026 (the “Compliance Period”), in which to regain compliance pursuant
to Nasdaq Listing Rule 5810(c)(3)(A).
In order to regain compliance
with Nasdaq’s minimum bid price requirement, the Company’s Ordinary Shares must maintain a minimum closing bid price of $1.00
for at least ten consecutive business days during the Compliance Period. In the event the Company does not regain compliance by the end
of the Compliance Period, the Company may be eligible for additional time to regain compliance. To qualify, the Company will be required
to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for
Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency
during the second compliance period, by effecting a reverse stock split if necessary. If the Company meets these requirements, the Company
may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that the Company will be unable
to cure the deficiency, or if the Company is not otherwise eligible for the additional cure period, Nasdaq will provide notice that the
Company’s Ordinary Shares will be subject to delisting. There can be no assurance that the Company will be eligible for the additional
180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing
subsequent to any delisting notification. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination
to delist its securities.
The letter has no immediate
impact on the listing of the Company’s Ordinary Shares, which will continue to be listed and traded on Nasdaq, subject to the Company’s
compliance with the other listing requirements of Nasdaq.
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: March 25, 2026
