[SCHEDULE 13G/A] Mainz Biomed N.V. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Material stake disclosed: Reporting Persons collectively hold 723,092 shares, representing 9.99% of the class
• Clear ownership structure: Armistice Capital identified as investment manager and the Master Fund as direct holder, clarifying decision authority
• Certification of ordinary-course holding: Filing states shares were acquired and are held in the ordinary course of business and not to change control

Negative

• None.

Insights

Securities Analyst

TL;DR: A disclosed near-10% stake by an investment manager and its managing member signals a material position but no stated control intent.

Armistice Capital and Steven Boyd report shared voting and dispositive power over 723,092 shares, equal to 9.99% of Mainz Biomed's ordinary shares. This level is material because it approaches the 10% reporting threshold used by market participants to identify significant holders. The filing attributes legal ownership to the Master Fund while Armistice, as investment manager, exercises decision authority under an Investment Management Agreement. The certification notes the position is held in the ordinary course of business and not to influence control, which limits immediate governance implications. Investors should view this as a substantial disclosed investment without an accompanying activist or control statement in this filing.

Corporate Governance Expert

TL;DR: Reporting shows coordinated reporting by manager and managing member; no changes to board or control disclosed.

The joint Schedule 13G filing, signed by Steven Boyd as managing member, follows Rule 13d-1(k) joint filing conventions and documents that the Master Fund holds the shares while Armistice exercises voting and dispositive authority. The explicit disavowal of an intent to change or influence control is consistent with passive investor treatment under the rules. From a governance perspective, the filing does not assert any nominee, slate, or solicitation activity. The structure—investment manager with shared power and a disclosed underlying fund beneficiary—is standard for institutional positions and preserves the manager's reporting obligations without signaling governance activism.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

MAINZ BIOMED N.V.

(Name of Issuer)

Ordinary Shares, nominal value of 0.01 per share

(Title of Class of Securities)

31572Q881

(CUSIP Number)

06/30/2025

(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. 31572Q881

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 723,092.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 723,092.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

723,092.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 31572Q881

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 723,092.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 723,092.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

723,092.00

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)

9.99 %

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.: 31572Q881
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: 723,092
(b)	Percent of class: 9.99 %
(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: 723,092
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 723,092 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.
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:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

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: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

What stake in Mainz Biomed (MYNZ) do Armistice Capital and Steven Boyd report?

They report beneficial ownership of 723,092 shares, equal to 9.99% of Mainz Biomed's ordinary shares.

Who is the legal holder of the reported shares?

The direct holder is Armistice Capital Master Fund Ltd., a Cayman Islands exempted company, with Armistice Capital acting as investment manager.

Does the filing indicate Armistice Capital or Steven Boyd intend to change control of Mainz Biomed?

No. The filing certifies the securities were not acquired and are not held for the purpose of changing or influencing control.

What voting and dispositive powers are reported for these shares?

The Reporting Persons state 0 shares with sole voting/dispositive power and 723,092 shares with shared voting and shared dispositive power.

When was this Schedule 13G signed?

The signatures on the filing are dated August 14, 2025.