Armistice Capital reports 4.99% stake in MAINZ BIOMED

Rhea-AI Filing Summary

MAINZ BIOMED N.V. Schedule 13G/A amendment shows Armistice Capital, LLC and Steven Boyd reporting beneficial ownership of 435,128 ordinary shares, equal to 4.99% of the class. The filing is a joint statement amendment dated February 17, 2026.

The filing states Armistice Capital is investment manager to Armistice Capital Master Fund Ltd., the direct holder of the shares, and that the Master Fund has the right to receive proceeds or dividends; the Master Fund disclaims beneficial ownership arising solely from the investment management agreement.

Insights

Equity Ownership Specialist

Armistice Capital and Steven Boyd report a sub-5% passive stake: 435,128 shares (4.99%).

The filing records beneficial ownership of 435,128 shares and a 4.99% ownership percentage as reported by the issuer. It is a joint Schedule 13G/A amendment signed on February 17, 2026.

Armistice Capital is identified as the investment manager to the Master Fund, which is the direct holder; the Master Fund is described as having the right to receive dividends or sale proceeds while disclaiming ownership arising from the management agreement. Trading or disposition intentions are not stated in the excerpt.

Corporate Governance Analyst

The report is a routine passive ownership disclosure under Schedule 13G/A, not a control filing.

The filing indicates shared voting and dispositive power of 435,128 shares between Armistice Capital and Steven Boyd, each shown with the same percentages and powers. The reported stake is at the regulatory threshold below 5%.

Because the percentage is 4.99%, the position remains in the non-control disclosure band; subsequent filings would be required if holdings cross reporting thresholds. No cash‑flow treatment or sale plans are provided in the excerpt.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Armistice Capital report in MAINZ BIOMED N.V. (MYNZ)?

Armistice Capital reports beneficial ownership of 435,128 ordinary shares, representing 4.99% of the class as stated in the Schedule 13G/A amendment dated February 17, 2026. The Master Fund is the direct holder.

Who is the direct holder of the shares reported by Armistice Capital?

The filing identifies Armistice Capital Master Fund Ltd. as the direct holder; Armistice Capital is the investment manager exercising voting and investment power under an Investment Management Agreement.

Does the Master Fund claim beneficial ownership of the reported shares?

No; the Master Fund "specifically disclaims beneficial ownership" of the securities to the extent it cannot vote or dispose of them due to its Investment Management Agreement with Armistice Capital.

What voting and dispositive powers are reported for the 435,128 shares?

The Schedule 13G/A shows 0 sole voting or dispositive power and 435,128 shared voting power and 435,128 shared dispositive power for the Reporting Persons.

When was the Schedule 13G/A amendment signed?

The joint filing amendment was signed by Steven Boyd on February 17, 2026, as indicated in the signature block of the excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/17/2026 - 09:49 PM EST Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

MAINZ BIOMED N.V.

(Name of Issuer)

Ordinary Shares, nominal value of 0.01 per share

(Title of Class of Securities)

N5436L119

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. N5436L119

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 435,128.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 435,128.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

435,128.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. N5436L119

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 435,128.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 435,128.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

435,128.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MAINZ BIOMED N.V.
(b)	Address of issuer's principal executive offices: ROBERT KOCH STRASSE 50, MAINZ, Germany, 55129
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Ordinary Shares, nominal value of 0.01 per share
(e)	CUSIP No.: N5436L119
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 435,128
(b)	Percent of class: 4.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 435,128
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 435,128 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	02/17/2026

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	02/17/2026

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: February 17, 2026 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd