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Mainz Biomed N.V. filed a Form 6-K as a foreign private issuer for the six months ended June 30, 2025. The company made available its Management’s Discussion and Analysis of Financial Condition and Results of Operations for this six-month period as Exhibit 99.1.
It also provided its unaudited financial statements as of, and for, the six months ended June 30, 2025 as Exhibit 99.2. These documents are incorporated by reference into Mainz Biomed’s existing shelf registration statement on Form F-3 and its equity compensation registration statement on Form S-8, allowing those offerings to rely on the updated interim financial and narrative information.
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.
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.