Basic Stats
| CIK | 1874252 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mainz Biomed N.V.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 5, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-289095 2,222,222 Pre-Funded Units Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to purchase One Ordinary Share and One and One-Half Warrant to purchase One Ordinary Share Up to 5,555,555 Ordinary Shares underlying the Warrants and the Pre-Funded Warrants Mainz Biomed N.V. We are offering on a “best efforts” basis up to 2,2 |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) In |
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| July 30, 2025 |
ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.8 ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: [ ], 2025 CUSIP: THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2025 (the “Initial Ex |
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| July 30, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES F-1 MAINZ BIOMED N.V. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Ordinary Shares, no |
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| July 30, 2025 |
Exhibit 10.23 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [-], 2025, between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and col |
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| July 30, 2025 |
Exhibit 1.1 CONFIDENTIAL July [-], 2025 Mr. William Caragol Chief Financial Officer and Senior Vice President Robert Koch Strasse 50 55129 Mainz Germany Dear Mr. Caragol, This agreement (the “Agreement”) constitutes the agreement between Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), and Maxim Group LLC |
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| July 30, 2025 |
FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Exhibit 4.9 FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Warrant Shares: [●] Issue Date and Initial Exercise Date: July [ ], 2025 THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at |
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| July 30, 2025 |
As filed with the United States Securities and Exchange Commission on July 30, 2025 As filed with the United States Securities and Exchange Commission on July 30, 2025 Registration No. |
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| July 30, 2025 |
Exhibit 10.24 Lock-Up Agreement Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 , 2025 Ladies and Gentlemen: The undersigned understands that you, as the placement agent (the “Placement Agent”), propose to enter into a Placement Agent Agreement (the “PAA”) with Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), r |
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| July 30, 2025 |
Exhibit 10.26 MAINZ BIOMED N.V. and TRANSHARE CORPORATION, as Warrant Agent Warrant Agency Agreement Dated as of [-], 2025 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of July [-], 2025 (“Agreement”), between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law, (the “Company”), and Transhare Corporation, a corporation organized under th |
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| July 15, 2025 |
This Draft Registration Statement is confidentially submitted to the U.S. Securities and Exchange Commission pursuant to Section 106 (a) of the Jumpstart Our Business Startups Act of 2012 on July 15, 2025 and is not being filed publicly under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION S |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indi |
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| June 5, 2025 |
NOTICE OF ANNUAL GENERAL MEETING OF MAINZ BIOMED N.V. Exhibit 99.1 MINUTES of the proceedings at the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571, held at the offices of CMS Derks Star Busman N.V., Atrium, Pamassusweg 737, 1077 DG Amsterdam, the Netherlands, on Monday 2 June 2025 at 14.00 hours Central European Time. CHAIRMAN AND SECRETARY Hans Hekland, n |
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| May 21, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-287249 375,000 Ordinary Units Each Ordinary Unit Consisting of One Ordinary Share, One Class A Warrant to purchase One Ordinary Share and One Class B Warrant to purchase One Ordinary Share 1,625,000 Pre-Funded Units Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to purchase One Ordinary Share, One Class A Warrant to purchas |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indic |
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| May 21, 2025 |
Exhibit 10.1 May 19, 2025 Holder of Warrants to Purchase Ordinary Shares issued on December 16, 2024 Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the offering on Form S-1 (File No. 333-287249) on or about the date hereof (the “Offering”) by Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”) of ordinary s |
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| May 14, 2025 |
FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Exhibit 4.7 FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Warrant Shares: [ ● ] Issue Date and Initial Exercise Date: May [ ], 2025 THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at |
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| May 14, 2025 |
Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Germany May 14, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Mainz Biomed N.V. Registration Statement on Form F-1 File No. 333-287249 Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (th |
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| May 14, 2025 |
Exhibit 10.23 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of April [-], 2025, between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” a |
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| May 14, 2025 |
Exhibit 1.1 CONFIDENTIAL May [-], 2025 Mr. William Caragol Chief Financial Officer and Senior Vice President Robert Koch Strasse 50 55129 Mainz Germany Dear Mr. Caragol, This agreement (the “Agreement”) constitutes the agreement between Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), and Maxim Group LLC |
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| May 14, 2025 |
Exhibit 10.24 Lock-Up Agreement Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 , 2025 Ladies and Gentlemen: The undersigned understands that you, as the placement agent (the “Placement Agent”), propose to enter into a Placement Agent Agreement (the “PAA”) with Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), r |
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| May 14, 2025 |
MAXIM GROUP LLC 300 Park Avenue New York, New York 10022 MAXIM GROUP LLC 300 Park Avenue New York, New York 10022 May 14, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, D. |
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| May 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Mainz Biomed N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Proposed Proposed Fee Maximum Maximum Calculation Offering Aggregate Amount of Security Security or Carry Amount Price Per Offering Registration Type Class Title Forward Rule Registered Unit Price Fee Rate Statement Fee Fees to B |
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| May 14, 2025 |
CLASS A ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.5 CLASS A ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: [ ], 2025 CUSIP: THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2025 |
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| May 14, 2025 |
As filed with the United States Securities and Exchange Commission on May 14, 2025 As filed with the United States Securities and Exchange Commission on May 14, 2025 Registration No. |
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| May 14, 2025 |
As filed with the United States Securities and Exchange Commission on May 14, 2025 As filed with the United States Securities and Exchange Commission on May 14, 2025 Registration No. |
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| May 14, 2025 |
CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.6 CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: [ ], 2025 CUSIP: THIS CLASS B ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2025 |
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| May 2, 2025 |
AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. Exhibit 99.2 AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. Agenda of the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on Monday 2 June 2025 at 14.00 hours Central European Time ( |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indic |
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| May 2, 2025 |
NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Exhibit 99.1 NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Notice is given that an annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on Monday 2 June 2025 at 14.00 hours Central Europea |
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| May 2, 2025 |
Exhibit 99.3 VOTING PROXY THE UNDERSIGNED Name: Address: Postal code and city: Country: Guidance note: To be further completed only if relevant. Acting on behalf of: Name: Legal form: Country of incorporation: Address: Postal code and city: Country: (the "Principal"). GRANTS POWER OF ATTORNEY to Guidance note: Please check the applicable box below. ☐ each director of the Company ☐ each civil law n |
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| April 9, 2025 |
This Draft Registration Statement is confidentially submitted to the U.S. Securities and Exchange Commission pursuant to Section 106 (a) of the Jumpstart Our Business Startups Act of 2012 on April 9, 2025 and is not being filed publicly under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION S |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Ind |
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| April 1, 2025 |
Exhibit 99.1 Mainz Biomed Reports 2024 Financial Results and Provides Corporate Update Lab network revenue increased by 33% year over year, reflecting strong demand for ColoAlert® in Europe Operating loss decreased by 30% and net loss by 18%, driven by targeted cost reductions and a sharper strategic focus Strategic partnerships with industry leaders mark key progress Company highlights its early |
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| March 31, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Mainz Biomed N.V. We consent to the incorporation by reference in the Form F-1 Registration Statement filed with the Securities & Exchange Commission, of Mainz Biomed N.V. (the “Company”) our report dated March 31, 2025 relating to our audit of the consolidated statements of financial position as of |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| March 31, 2025 |
Exhibit 10.20 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. The symbol “[****]” denotes such omissions. LICENSE and OPTION AGREEMENT BETWEEN MAINZ Biomed N.V. AND LIQUID BIOSCIENCES TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 ARTICLE II STATEMENT OF WORK |
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| March 31, 2025 |
Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Guido Baechler, certify that: 1. I have reviewed this annual report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mat |
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| March 31, 2025 |
Exhibit 12.2 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William Caragol, certify that: 1. I have reviewed this annual report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a ma |
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| March 31, 2025 |
Exhibit 13.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Mainz Biomed N.V., a company incorporated under the laws of the Netherlands (the “Company”) on Form 20-F for the year ended December 31, 2024, as filed with the S |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Ind |
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| March 13, 2025 |
Exhibit 99.1 Mainz Biomed and Liquid Biosciences Make Groundbreaking Discovery of mRNA Biomarkers for Blood Based Detection of Pancreatic Cancer Discovery Analysis Demonstrates Transformative Sensitivity of 95% with Specificity of 98% for the Detection of Pancreatic Cancer in Blood Samples Mainz Biomed Enters into Exclusive Licensing Agreement for the Portfolio of mRNA Biomarkers, with Continued D |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| January 27, 2025 |
Mainz Biomed N.V. Regains Compliance with Nasdaq Capital Market Listing Requirements Exhibit 99.1 Mainz Biomed N.V. Regains Compliance with Nasdaq Capital Market Listing Requirements BERKELEY, US – MAINZ, Germany – January 27, 2025 — Mainz Biomed NV (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, announced today that on January 23, 2025, the Company received formal notice from The Nasdaq Stock |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| December 16, 2024 |
Mainz Biomed Announces Closing of $8.0 Million Follow-On Offering Exhibit 99.1 Mainz Biomed Announces Closing of $8.0 Million Follow-On Offering BERKELEY, US and MAINZ, Germany – December 16, 2024 - Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, today announced the closing of its previously announced follow-on offering of 1,367,521 units, with each unit con |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| December 16, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-282993 220,165 Ordinary Units Each Ordinary Unit Consisting of One Ordinary Share, One Class A Warrant to purchase One Ordinary Share and One Class B Warrant to purchase One Ordinary Share 1,147,356 Pre-Funded Units Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to purchase One Ordinary Share, One Class A Warrant to purchas |
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| December 13, 2024 |
Exhibit 99.1 Mainz Biomed Announces Pricing of $8.0 Million Follow-On Offering Priced at-the-Market Under Nasdaq Rules BERKELEY, Calif. and MAINZ, Germany, Dec. 12, 2024 (GLOBE NEWSWIRE) - Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, today announced the pricing of a follow-on offering of 1, |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| December 11, 2024 |
Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Germany December 11, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Mainz Biomed N.V. Registration Statement on Form F-1 File No. 333- 282993 Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amend |
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| December 11, 2024 |
As filed with the United States Securities and Exchange Commission on December 11, 2024 As filed with the United States Securities and Exchange Commission on December 11, 2024 Registration No. |
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| December 11, 2024 |
MAXIM GROUP LLC 300 Park Avenue New York, New York 10022 MAXIM GROUP LLC 300 Park Avenue New York, New York 10022 December 11, 2024 VIA EDGAR Tamika Sheppard United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, D. |
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| December 9, 2024 |
Exhibit 10.21 Lock-Up Agreement Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 , 2024 Ladies and Gentlemen: The undersigned understands that you, as the placement agent (the “Placement Agent”), propose to enter into a Placement Agent Agreement (the “PAA”) with Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), r |
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| December 9, 2024 |
Exhibit 10.19 AMENDMENT AGREEMENT This Amendment Agreement, dated as of December , 2024 (this “Amendment”), is entered into between Mainz Biomed N.V., a Dutch public company with limited liability (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”). RECITALS WHEREAS, Reference is hereby made to that certain Pre-Paid Advance Agreement, dated as of June 28, |
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| December 9, 2024 |
Exhibit 10.22 mainz biomed n.v. and TRANSHARE CORPORATION, as Warrant Agent Warrant Agency Agreement Dated as of [ ] , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [ ] , 2024 (“Agreement”), between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and Transhare Corporation, a corporation organized under the la |
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| December 9, 2024 |
ARTICLES OF ASSOCIATION Mainz Biomed N.V. dated 3 December 2024 Exhibit 3.3 This document is an unofficial English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text , except that, for convenience, the definitions set out in article 1.1 of the articles of association contained in this document have been placed in the Engl |
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| December 9, 2024 |
As filed with the United States Securities and Exchange Commission on December 9, 2024 As filed with the United States Securities and Exchange Commission on December 9, 2024 Registration No. |
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| December 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Mainz Biomed N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Proposed Proposed Fee Maximum Maximum Calculation Offering Aggregate Amount of Security Security or Carry Amount Price Per Offering Registration Type Class Title Forward Rule Registered Unit Price Fee Rate Fee Fees to Be Paid Equ |
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| December 9, 2024 |
Exhibit 1.1 CONFIDENTIAL December [-], 2024 Mr. William Caragol Chief Financial Officer and Senior Vice President Robert Koch Strasse 50 55129 Mainz Germany Dear Mr. Caragol, This agreement (the “Agreement”) constitutes the agreement between Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), and Maxim Group |
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| December 9, 2024 |
FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Exhibit 4.2 FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT mainz biomed n.v. Warrant Shares: [●] Issue Date and Initial Exercise Date: November [ ], 2024 THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, |
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| December 9, 2024 |
CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.4 CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: [ ], 2024 CUSIP: THIS CLASS B ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 |
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| December 9, 2024 |
As filed with the United States Securities and Exchange Commission on December 9, 2024 As filed with the United States Securities and Exchange Commission on December 9, 2024 Registration No. |
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| December 9, 2024 |
Exhibit 10.20 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [], 2024, between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and coll |
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| December 9, 2024 |
CLASS A ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.3 CLASS A ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: [ ], 2024 CUSIP: THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 |
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| November 29, 2024 |
Mainz Biomed Announces Stock Split Exhibit 99.1 Mainz Biomed Announces Stock Split BERKELEY, US and MAINZ, Germany – November 29, 2024 - Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, today announced a 1-for-40 reverse stock split of its issued and outstanding shares. The reverse stock split was authorized by the Board of Dire |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 15, 2024 |
NOTICE OF EXTRAORDINARY GENERAL MEETING OF MAINZ BIOMED N.V. Exhibit 99.1 MINUTES of the proceedings at the extraordinary general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571, held at the offices of CMS Derks Star Busman N.V., Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 13 November 2024 at 14.00 hours CET. CHAIRMAN AND SECRETARY Hans Hekland, non-executive |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 12, 2024 |
Exhibit 99.1 Mainz Biomed and Thermo Fisher Scientific Sign a Collaboration Agreement for the Development of Next Generation Colorectal Cancer Screening Product for Global Markets BERKELEY, US and MAINZ, Germany – November 12, 2024 - Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, today announ |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 5, 2024 |
ARTICLES OF ASSOCIATION Mainz Biomed N.V. dated 19 July 2024 Exhibit 3.2 This document is an unofficial English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text, except that, for convenience, the definitions set out in article 1.1 of the articles of association contained in this document have been placed in the Engli |
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| November 5, 2024 |
FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT Exhibit 10.3 FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT This first amendment dated as of October 17, 2024, to that management services agreement (this “First Amendment”), is entered between Mainz Biomed N.V., a Dutch public company (“Company”), and Guido Baechler (“Baechler” and, together with the Company, each, a “Party” and collectively, the “Parties”). PRELIMINARY STATEMENTS A. Reference |
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| November 5, 2024 |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.6 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This first amendment dated as of October 17, 2024, to that employment agreement (this “First Amendment”), is entered between Mainz Biomed N.V., a Dutch public company (“Company”), and William J. Caragol (the “Employee” and, together with the Company, each, a “Party” and collectively, the “Parties”). PRELIMINARY STATEMENTS A. Reference is hereby |
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| November 5, 2024 |
As filed with the United States Securities and Exchange Commission on November 5, 2024 As filed with the United States Securities and Exchange Commission on November 5, 2024 Registration No. |
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| November 5, 2024 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Mainz Biomed N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Proposed Proposed Fee Maximum Maximum Calculation Offering Aggregate Amount of Security Security or Carry Amount Price Per Offering Registration Type Class Title Forward Rule Registered Unit Price Fee Rate Fee Fees to Be Paid Equ |
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| October 21, 2024 |
Exhibit 99.1 Mainz Biomed Reports Mid-Year 2024 Financial Results and Provides Corporate Update Revenue increases 4% year over year while loss from operations decreases by 32% Pooled Results of ColoFuture and eAArly DETECT studies published at ASCO showing groundbreaking performance with sensitivity for CRC of 92% and 82% for advanced adenomas, including 95.8% detection of high-grade dysplasia Com |
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| October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| October 18, 2024 |
Mainz Biomed N.V. Consolidated Statements of Financial Position (Expressed in US Dollars) Exhibit 99.2 Mainz Biomed N.V. Consolidated Statements of Financial Position (Unaudited) (Expressed in US Dollars) June 30, December 31, Note 2024 2023 ASSETS Current Assets Cash $ 977,764 $ 7,070,925 Trade and other receivables, net 4 139,414 93,555 Inventories 5 520,531 613,638 Prepaid expenses and other current assets 6 751,994 1,201,778 Total Current Assets 2,389,703 8,979,896 Property and equ |
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| October 18, 2024 |
NOTICE OF EXTRAORDINARY GENERAL MEETING OF mainz biomed N.V. Exhibit 99.3 NOTICE OF EXTRAORDINARY GENERAL MEETING OF mainz biomed N.V. Notice is given that an extraordinary general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), will be held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 13 November 2024 at 14. |
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| October 18, 2024 |
AGENDA of the extraordinary GENERAL MEETING OF mainz biomed N.V. Exhibit 99.4 AGENDA of the extraordinary GENERAL MEETING OF mainz biomed N.V. Agenda of the extraordinary general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 13 November 2024 at 14.00 hours Central Eur |
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| October 18, 2024 |
Exhibit 99.5 VOTING PROXY THE UNDERSIGNED Name: Address: Postal code and city: Country: Guidance note: To be further completed only if relevant Acting on behalf of: Name: Legal form: Country of incorporation: Address: Postal code and city: Country: (the “Principal”). GRANTS POWER OF ATTORNEY to Guidance note: Please check the applicable box below. ☐ each director of the Company ☐ each civil law no |
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| October 18, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included in Exhibit 99.2 to this Form 6-K. This discussion and analysis contains forward-looking statements based |
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| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the six months ended June 30, 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive |
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| October 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| October 9, 2024 |
MAINZ BIOMED N.V. Convertible Promissory Note Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| October 9, 2024 |
Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (the “Agreement”), dated as of October 8, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and MAINZ BIOMED N.V., a company incorporated under the laws of the Netherlands and registered with the trade register of the Chamber of Commerce under number 82122571 (the “Compan |
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| October 7, 2024 |
MYNZ / Mainz Biomed N.V. / KfW - SC 13G/A Passive Investment SC 13G/A 1 d29518dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 MAINZ BIOMED N.V. (Name of Issuer) Ordinary Shares, nominal value of €0.01 per share (Titles of Class of Securities) N5436L101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statemen |
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| October 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indic |
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| May 31, 2024 |
Mainz Biomed Reports Results of 2024 Annual General Meeting Exhibit 99.1 Mainz Biomed Reports Results of 2024 Annual General Meeting BERKELEY, US – MAINZ, Germany – May 31, 2024 — Mainz Biomed N.V. (NASDAQ: MYNZ), a molecular genetics diagnostic company specializing in the early detection of cancer, , held its annual general meeting (“Annual General Meeting”) on Friday, May 31, 2024 in Amsterdam, The Netherlands. Holders of 2,431,947 ordinary shares, repre |
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| April 24, 2024 |
Notice of Annual General Meeting of Mainz Biomed N.V. Exhibit 99.2 Notice of Annual General Meeting of Mainz Biomed N.V. Notice is given that the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), will be held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 31 May 2024 at 14.00 hours CET (the |
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| April 24, 2024 |
Exhibit 99.4 Form of Voting Proxy THE UNDERSIGNED Name: Address: Postal code and city: Country: Guidance note: To be further completed only if relevant Acting on behalf of: Name: Legal form: Country of incorporation: Address: Postal code and city: Country: (the “Principal”). GRANTS POWER OF ATTORNEY to Guidance note: Please check the applicable box below. ☐ each director of the Company ☐ each civi |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Ind |
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| April 24, 2024 |
Agenda of the Annual General Meeting Exhibit 99.3 Agenda of the Annual General Meeting Agenda of the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 31 May 2024 at 14.00 hours CET (the “AGM”). 1. Opening 2. Consideration of the |
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| April 24, 2024 |
Announcement of Annual General Meeting of Mainz Biomed N.V. Exhibit 99.1 Announcement of Annual General Meeting of Mainz Biomed N.V. 23 April 2024. Mainz Biomed N.V. announces that its annual general meeting will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 31 May 2024 at 14.00 hours CET. The notice of meeting, agenda for the meeting and related documents and further information regarding the meeting have |
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| April 24, 2024 |
Exhibit 99.5 Announcement of Nominations ANNOUNCEMENT OF NOMINATIONS OF MR. G. BÄCHLER FOR REAPPOINTMENT AS EXECUTIVE DIRECTOR AND OF MR. H.J. HEKLAND, MR. G.J. TIBBITTS AND DR. H. DREISMANN FOR REAPPOINTMENT AS NON-EXECUTIVE DIRECTOR 23 April 2024. Mainz Biomed N.V. announces that Mr. G. Bächler has been nominated by the board for reappointed as executive director and that Mr. H.J. Hekland, Mr. G |
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| April 19, 2024 |
Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (the “Agreement”), dated as of April , 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and MAINZ BIOMED N.V., a company incorporated under the laws of the Netherlands and registered with the trade register of the Chamber of Commerce under number 82122571 (the “Company”) |
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| April 19, 2024 |
MAINZ BIOMED N.V. Convertible Promissory Note Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Ind |
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| April 9, 2024 |
Exhibit 11.1 Insider Trading Policy This Insider Trading Policy describes the standards of Mainz Biomed N.V., a company incorporated under the laws of the Netherlands (the “Company”) and its subsidiaries on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided in |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| April 9, 2024 |
Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William Caragol, certify that: 1. I have reviewed this annual report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a ma |
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| April 9, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Mainz Biomed N.V. We consent to the inclusion by reference in the Form F-3 Registration Statement of Mainz Biomed N.V. (the “Company”) (File No. 333-269091), our report dated April 8, 2024, relating to our audits of the consolidated statements of financial position of Mainz Biomed N.V., as of Decembe |
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| April 9, 2024 |
MAINZ BIOMED N.V CLAWBACK POLICY Exhibit 97.1 MAINZ BIOMED N.V CLAWBACK POLICY Introduction The Board of Directors (“Board”) of Mainz Biomed N.V. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this policy, which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reportin |
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| April 9, 2024 |
Exhibit 13.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Mainz Biomed N.V., a company incorporated under the laws of the Netherlands (the “Company”) on Form 20-F for the year ended December 31, 2023, as filed with the S |
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| April 9, 2024 |
Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Guido Baechler, certify that: 1. I have reviewed this annual report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mat |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of: February 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| February 23, 2024 |
MAINZ BIOMED USA, INC. CARVE-OUT PLAN Exhibit 99.1 MAINZ BIOMED USA, INC. CARVE-OUT PLAN 1. Purpose. The Mainz Biomed USA, Inc. Carve-Out Plan, as may be amended from time to time (the “Plan”), is intended to encourage and reinforce the continued attention and dedication of senior management and other key employees of Mainz Biomed USA, Inc. (the “Company”) by providing a payment opportunity to such employees on the consummation of a C |
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| February 13, 2024 |
MYNZ / Mainz Biomed N.V. / KfW - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 MAINZ BIOMED N.V. (Name of Issuer) Ordinary Shares, nominal value of €0.01 per share (Titles of Class of Securities) N5436L101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| November 16, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included in Exhibit 99.2 to this Form 6-K. This discussion and analysis contain forward-looking statements based |
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| November 16, 2023 |
Exhibit 99.3 Mainz Biomed Reports Third Quarter 2023 Financial Results and Provides Corporate Update ColoAlert® Revenue Increases 102% Year Over Year for the Nine Months Ended September 30, 2023 ColoFuture Study Reported Groundbreaking Results Demonstrating Sensitivity for Colorectal Cancer of 94% with Specificity of 97% and Advanced Adenoma Sensitivity of 80% BERKELEY, US – MAINZ, Germany – Novem |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the nine months ended September 30, 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal exec |
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| November 16, 2023 |
Exhibit 99.2 Mainz Biomed N.V. Condensed Consolidated Statements of Financial Position (Unaudited) (Expressed in US Dollars, except share data). September 30, December 31, Note 2023 2022 ASSETS Current Assets Cash $ 9,320,381 $ 17,141,775 Trade receivables, net 4 108,630 66,984 Inventories 5 493,588 175,469 Prepaid expenses and other current assets 6 1,052,693 994,113 Total Current Assets 10,975,2 |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 15, 2023 |
PLACEMENT AGENCY AGREEMENT November 13, 2023 Exhibit 1.1 PLACEMENT AGENCY AGREEMENT November 13, 2023 Mainz Biomed N.V Robert Koch Strasse 50 55129 Mainz Germany Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Mainz Biomed N.V., a public company under Dutch law (the “Company”), hereby agrees to sell up to an aggregate of $5,000,000.40 of securities of the Company, including, but not limited |
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| November 15, 2023 |
Exhibit 10.1 Securities PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 13, 2023, between Mainz Biomed N.V., a public company under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and con |
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| November 15, 2023 |
PRE-FUNDED PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.1 PRE-FUNDED PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Initial Exercise Date: November 13, 2023 THIS PRE-FUNDED PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial |
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| November 15, 2023 |
COMMON PURCHASE WARRANT MAINZ BIOMED N.V. Exhibit 4.2 COMMON PURCHASE WARRANT MAINZ BIOMED N.V. Warrant Shares: Original Issuance Date: November 13, 2023 Initial Exercise Date: November 13, 2023 THIS COMMON PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*]. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or |
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| November 14, 2023 |
Filed pursuant to Rule 424(b)(5) Registration No. 333-269091 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 30, 2022) 3,359,655 Ordinary Shares 807,012 Pre-Funded Warrants 807,012 Ordinary Shares Underlying the Pre-Funded Warrants 4,166,667 Common Warrants 4,166,667 Ordinary Shares Underlying the Common Warrants We are offering 3,359,655 of our ordinary shares, nominal value €0.01 per share ( |
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| November 13, 2023 |
Mainz Biomed Announces Pricing of $5.0 million Registered Direct Offering Exhibit 99.1 Mainz Biomed Announces Pricing of $5.0 million Registered Direct Offering BERKELEY, Calif. and MAINZ, Germany, Nov. 13, 2023 (GLOBE NEWSWIRE) - Mainz Biomed N.V. (Nasdaq: MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, announced today that it has entered into a securities purchase agreement with several in |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| September 26, 2023 |
Mainz Biomed N.V. Ordinary Shares Filed pursuant to Rule 424(b)(5) Registration No. 333-269091 PROSPECTUS SUPPLEMENT No. 1 (To Prospectus Dated December 30, 2022 and Prospectus Supplement Dated June 28, 2023) $5,500,000 Mainz Biomed N.V. Ordinary Shares We are offering $5,500,000 of our ordinary shares, par value €0.01 per share (our “Ordinary Shares”), by this prospectus supplement, the accompanying prospectus and the accompanyin |
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| September 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| September 13, 2023 |
Exhibit 99.1 Mainz Biomed’s ColoFuture Study, Evaluating its Novel mRNA Biomarkers, Reports Groundbreaking Topline Results Demonstrating Sensitivity for Colorectal Cancer of 94% with Specificity of 97% and Advanced Adenoma Sensitivity of 81% Multiple novel mRNA biomarkers identified for potential integration into pivotal FDA PMA clinical trial (ReconAAsense) BERKELEY, US – MAINZ, Germany – Septemb |
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| August 15, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included in Exhibit 99.2 to this Form 6-K. This discussion and analysis contain forward-looking statements based |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the three months ended June 30, 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executiv |
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| August 15, 2023 |
Exhibit 99.2 Mainz Biomed N.V. Condensed Interim Consolidated Statements of Financial Position (Unaudited) (Expressed in US Dollars). June 30, December 31, Note 2023 2022 ASSETS Current Assets Cash $ 10,911,087 $ 17,141,775 Trade and other receivables, net 4 370,931 259,138 Inventories 387,178 175,469 Prepaid expenses 5 455,934 801,959 Total current assets 12,125,130 18,378,341 Property and equipm |
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| August 15, 2023 |
Exhibit 99.3 Mainz Biomed Announces Financial Half Year Results 2023 and Provides Corporate Update ColoAlert® Revenue Increases 108% Year Over Year in the First Six Months of 2023 ColoFuture and eAArly Detect Studies on Track to Report Results in September and in Q4, 2023 BERKELEY, US – MAINZ, Germany – August 15, 2023 — Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecula |
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| July 11, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Mainz Biomed N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, nominal value of |
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| July 11, 2023 |
As filed with the Securities and Exchange Commission on July 11, 2023 As filed with the Securities and Exchange Commission on July 11, 2023 Registration No. |
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| July 11, 2023 |
MAINZ BIOMED N.V. AMENDED AND RESTATED 2022 OMNIBUS INCENTIVE PLAN Exhibit 10.2 MAINZ BIOMED N.V. AMENDED AND RESTATED 2022 OMNIBUS INCENTIVE PLAN This Amended and Restated 2022 Omnibus Incentive Plan of Mainz Biomed N.V. is effective as of July 10, 2023. WHEREAS, the Board of Directors of Mainz Biomed N.V. and the compensation committee of the Board of Directors have deemed it to be in the best interests of the Mainz Biomed N.V. to amend the 2022 Omnibus Incenti |
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| June 28, 2023 |
Exhibit 10.1 PRE-PAID ADVANCE AGREEMENT THIS PRE-PAID ADVANCE AGREEMENT (this “Agreement”) dated as of June 28, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and MAINZ BIOMED N.V., a company incorporated under the laws of the Netherlands and registered with the trade register of the Chamber of Commerce under number 82122571 (the “Company” |
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| June 28, 2023 |
MAINZ BIOMED N.V. Convertible Promissory Note Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| June 28, 2023 |
Exhibit 99.1 MINUTES of the proceedings at the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571, held at the offices of CMS Derks Star Busman N.V., Atrium, Parnassusw eg 737 , 1077 DG Amsterdam, the Netherlands, on 28 June 2023 at 14.00 hours CET. CHAIRMAN AND SECRETARY Hans Hekiand, non-executive director |
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| June 28, 2023 |
Mainz Biomed N.V. Ordinary Shares Filed pursuant to Rule 424(b)(5) Registration No. 333-269091 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 30, 2022) $50,250,000 Mainz Biomed N.V. Ordinary Shares We are offering $50,250,000 of our ordinary shares, par value €0.01 per share (our “Ordinary Shares”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited partn |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indi |
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| May 19, 2023 |
NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Exhibit 99.2 NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Notice is given that the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), will be held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 28 June 2023 at 14.00 hours CET (the |
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| May 19, 2023 |
AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. Exhibit 99.3 AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. Agenda of the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 28 June 2023 at 14.00 hours CET (the “AGM”). 1. Opening 2 |
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| May 19, 2023 |
ANNOUNCEMENT annual general meeting mainz biomed n.v. Exhibit 99.1 ANNOUNCEMENT annual general meeting mainz biomed n.v. May 19, 2023. Mainz Biomed N.V. announces that its annual general meeting will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 28 June 2023 at 14.00 hours CET. The notice of meeting, agenda for the meeting and related documents and further information regarding the meeting have been m |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indic |
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| May 19, 2023 |
Exhibit 99.4 VOTING PROXY THE UNDERSIGNED Name: Address: Postal code and city: Country: Acting on behalf of: To be completed only if relevant Name: Legal form: Country of incorporation: Address: Postal code and city: Country: (the “Principal”). GRANTS POWER OF ATTORNEY to Please check the applicable box below. ☐ each director of the Company ☐ each civil law notary, assigned civil law notary and ca |
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| May 16, 2023 |
Exhibit 99.2 INDEX TO FINANCIAL STATEMENTS Page MAINZ BIOMED N.V. Three Months Ended March 31, 2023 Financial Statements (Unaudited): Condensed Interim Consolidated Statements of Financial Position F-2 Condensed Interim Consolidated Statements of Profit and Loss and Comprehensive Loss F-3 Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficit) F-4 Condensed Interim C |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the three months ended March 31, 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executi |
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| May 16, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included in Exhibit 99.2 to this Form 6-K. This discussion and analysis contain forward-looking statements based |
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| May 16, 2023 |
Exhibit 99.3 Mainz Biomed Announces First Quarter 2023 Financial Results and Provides Corporate Update - ColoAlert® Revenue Increases 152% Year Over Year BERKELEY, US – MAINZ, Germany – May 16, 2023 — Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, announced today first quarter results which e |
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| April 7, 2023 |
Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Mainz Biomed N.V. We consent to the inclusion in the Form F-3 Registration Statement of Mainz Biomed N.V. (the “Company”) (File No. 333-269091), our report dated April 7, 2023, relating to our audits of the consolidated statements of financial position of Mainz Biomed N.V., as of December 31, 2022 an |
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| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| April 7, 2023 |
Section 302(a) Certification of CFO Exhibit 12.2 Certification I, William Caragol, certify that: 1. I have reviewed this Annual Report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| April 7, 2023 |
Section 906 Certifications of CEO and CFO Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 For purposes of 18 U.S.C. Section 1350, the undersigned officer of Mainz Biomed N.V., a company incorporated under the laws of the Netherlands (the “Company”), hereby certifies, to such officer’s knowledge, that: (i) the Annual Report on Form 20-F of the Company for the year ended December 31, 2022 (the “Report”) fully complies with the |
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| April 7, 2023 |
Description of Securities registered under Section 12 of the Exchange Act Exhibit 2.1 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) The ordinary shares of our company, Mainz Biomed N.V., are listed and traded on the Nasdaq Capital Market and, in connection therewith, the Class A ordinary shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a descri |
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| April 7, 2023 |
Section 302(a) Certification of CEO Exhibit 12.1 Certification I, Guido Baechler, certify that: 1. I have reviewed this Annual Report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| April 7, 2023 |
Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Mainz Biomed N.V. We consent to the inclusion in the Form F-3 Registration Statement of Mainz Biomed N.V. (the “Company”) (File No. 333-269091), our report dated May 2, 2022, relating to our audits of the consolidated statement of financial position of Mainz Biomed N.V., as of December 31, 2020, the |
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| March 1, 2023 |
MYNZ / Mainz Biomed N.V. / KfW - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 MAINZ BIOMED N.V. (Name of Issuer) Ordinary Shares, nominal value of €0.01 per share (Titles of Class of Securities) N5436L101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 21, 2023 |
Assignment Agreement, dated February 15, 2023, with SOCPRA Sciences Sante et Humaines S.E.C. Exhibit 10.2 Assignment Agreement This agreement (the “Assignment Agreement”) is effective as of February 15, 2023, (the “Effective Date”). BETWEEN: SOCPRA SCIENCES SANTÉ ET HUMAINES S.E.C., operating under the name TRANSFERTECH SHERBROOKE, a Limited Partnership duly incorporated pursuant to the Civil Code of Québec, having its head office at 35 Radisson Street, Office 200, Sherbrooke, (Quebec), C |
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| February 21, 2023 |
Exhibit 10.1 Intellectual Property Asset Purchase Agreement This agreement (the “Agreement”) is effective as of February 15, 2023, BETWEEN: MAINZ BIOMED N.V., a corporate body incorporated in Amsterdam, with its principal place of business located at Sirius Gutenberg Park Robert-Koch-Straße 50, 55129, Mainz, Germany; hereinafter referred to as “MAINZ”, AND: Uni Targeting Research AS, a Norwegian l |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| February 21, 2023 |
Exhibit 99.1 Mainz Biomed Acquires Entire Intellectual Property Portfolio for its Colorectal Cancer Diagnostic Test Program Transaction entails executing option agreements to purchase IP portfolio associated with current ColoAlert product and the novel gene expression (mRNA) biomarkers being evaluated in ColoFuture/eAARLY DETECT Studies BERKELEY, US – MAINZ, Germany – February 21, 2023 — Mainz Bio |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2023 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| January 20, 2023 |
Letter of BF Borgers CPA P.C., dated January 20, 2023 Exhibit 16.1 [BF Borgers Letterhead] January 20, 2023 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Commissioners: We have read the statements made by Mainz Biomed N.V. in its Form 6-K dated January 20, 2023. We agree with the statements concerning our firm in such Form 6-K; we are not in a position to agree or disagree with other statements of Mainz Biomed N.V. contai |
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| January 10, 2023 |
Up to $50,000,000 Ordinary Shares Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-269091 PROSPECTUS Up to $50,000,000 Ordinary Shares We have entered into a Controlled Equity OfferingSM Sales Agreement, or the Sales Agreement, with Cantor Fitzgerald & Co., together referred to herein as the Sales Agent, relating to our ordinary shares, nominal value €0.01 per share, offered by this prospectus. In accordance with the terms o |
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| January 5, 2023 |
Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz CORRESP 1 filename1.htm Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Germany January 5, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Mainz Biomed N.V. Registration Statement on Form F-3 File No. 333-269091 Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities |
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| December 30, 2022 |
As filed with the Securities and Exchange Commission on December 30, 2022 Registration No. |
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| December 30, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Mainz Biomed N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry |
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| December 30, 2022 |
EX-1.2 2 ea170924ex1-2mainzbiomed.htm FORM OF SALES AGREEMENT, DATED DECEMBER 30, 2022, BETWEEN MAINZ BIOMED N.V. AND CANTOR FITZGERALD & CO Exhibit 1.2 Execution Version MAINZ BIOMED N.V. Ordinary Shares (par value €0.01 per share) Controlled Equity OfferingSM Sales Agreement December 30, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Mainz Biomed N.V., a Du |
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| December 20, 2022 |
Exhibit 99.1 This document is an unofficial English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text, except that, for convenience, the definitions set out in article 1.1 of the articles of association contained in this document have been placed in the Engl |
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| December 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 4, 2022 |
EX-99.4 5 ea168045ex99-4mainzbio.htm VOTING PROXY Exhibit 99.4 VOTING PROXY THE UNDERSIGNED Name : Address : Postal code and city : Country : Acting on behalf of: Only to be completed if relevant. Name : Legal form : Country of incorporation : Address : Postal code and city : Country : (the “Principal”). GRANTS POWER OF ATTORNEY to Please check the applicable box. ☐ Mr. M. Eidens, executive direct |
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| November 4, 2022 |
ANNOUNCEMENT extraordinary general meeting mainz biomed n.v. Exhibit 99.1 ANNOUNCEMENT extraordinary general meeting mainz biomed n.v. 3 November 2022. Mainz Biomed N.V. announces that an extraordinary general meeting will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 14 December 2022 at 15.00 hours CET. The notice of meeting, agenda for the meeting and related documents and further information regarding the |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 4, 2022 |
NOTICE OF extraordinary GENERAL MEETING OF mainz biomed N.V. Exhibit 99.2 NOTICE OF extraordinary GENERAL MEETING OF mainz biomed N.V. Notice is given that the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), will be held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 14 December 2022 at 15.00 hou |
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| November 4, 2022 |
AGENDA of the extraordinary GENERAL MEETING OF mainz biomed N.V. EX-99.3 4 ea168045ex99-3mainzbio.htm AGENDA OF THE EXTRAORDINARY GENERAL MEETING Exhibit 99.3 AGENDA of the extraordinary GENERAL MEETING OF mainz biomed N.V. Agenda of the extraordinary general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1 |
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| September 28, 2022 |
EX-99.1 2 ea166399ex99-1mainzbiomed.htm PRESS RELEASE - MAINZ BIOMED STRENGTHENS BOARD OF DIRECTORS WITH NOMINATION OF DR. HEINER DREISMANN AND GREGORY TIBBITTS Exhibit 99.1 Mainz Biomed Strengthens Board of Directors with Nomination of Dr. Heiner Dreismann and Gregory Tibbitts Dr. Dreismann, Former Roche Molecular Diagnostics CEO, and Mr. Tibbitts, a Highly-accomplished Life-Sciences Executive, P |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| September 7, 2022 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included in Exhibit 99.2 to this Form 6-K. This discussion and analysis contain forward-looking statements based |
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| September 7, 2022 |
Exhibit 99.2 INDEX TO FINANCIAL STATEMENTS Page MAINZ BIOMED N.V. Six Month Ended June 30, 2022 and 2021 Financial Statements (Unaudited): Condensed Interim Consolidated Statements of Financial Position F-2 Condensed Interim Consolidated Statements of Profit and Loss and Comprehensive Loss F-3 Condensed Interim Consolidated Statements of Changes in Shareholders? Equity (Deficit) F-4 Condensed Inte |
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| September 7, 2022 |
Mainz Biomed Reports First Half 2022 Financial Results Exhibit 99.3 Mainz Biomed Reports First Half 2022 Financial Results ● 127% year-over-year increase in ColoAlert revenue ● Mid-year cash balance of $26 Million BERKELEY, US – MAINZ, Germany – September 7, 2022 — Mainz Biomed N.V. (NASDAQ:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostic company specializing in the early detection of cancer, announced today financial results f |
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| September 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the six months ended June 30, 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive |
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| July 1, 2022 |
of the proceedings at the annual general meeting of EX-99.1 2 ea162374ex99-1mainzbio.htm BOARD MINUTES REGARDING THE ANNUAL GENERAL MEETING DATED JUNE 28, 2022 Exhibit 99.1 MINUTES of the proceedings at the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, t |
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| July 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indi |
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| June 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indi |
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| June 3, 2022 |
Exhibit 99.4 |
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| June 3, 2022 |
NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Exhibit 99.2 NOTICE OF ANNUAL GENERAL MEETING OF mainz biomed N.V. Notice is given that the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the ?Company?), will be held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 28 June 2022 at 15.00 hours CET (the |
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| June 3, 2022 |
AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. EX-99.3 4 ea160517ex99-3mainzbio.htm AGENDA OF THE ANNUAL GENERAL MEETING Exhibit 99.3 AGENDA of the ANNUAL GENERAL MEETING OF mainz biomed N.V. Agenda of the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the |
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| June 3, 2022 |
MAINZ BIOMED N.V. 2022 OMNIBUS INCENTIVE PLAN Exhibit 99.6 MAINZ BIOMED N.V. 2022 OMNIBUS INCENTIVE PLAN SECTION 1. Establishment and Purpose. (a) Purpose. The purpose of the Plan is to promote the interests of Mainz Biomed N.V., a corporation incorporated in the Netherlands (the ?Corporation?), and its shareholders by providing eligible employees, directors and consultants with additional incentives to remain with the Corporation and its aff |
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| June 3, 2022 |
Exhibit 99.5 Remuneration Policy Mainz Biomed N.V. Adopted by the General Meeting on [date] 1. introduction 1.1 The purpose of this Remuneration Policy is to present the framework for the remuneration for the Board of the Company in a clear and comprehensible manner. This Remuneration Policy shall also be applied when appointing new members for the Board. 1.2 This Remuneration Policy has been prep |
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| June 3, 2022 |
ANNOUNCEMENT annual general meeting mainz biomed n.v. EX-99.1 2 ea160517ex99-1mainzbio.htm ANNOUNCEMENT OF ANNUAL GENERAL MEETING Exhibit 99.1 ANNOUNCEMENT annual general meeting mainz biomed n.v. 20 May 2022. Mainz Biomed N.V. announces that its annual general meeting will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 28 June 2022 at 15.00 hours CET. The notice of meeting, agenda for the meeting and |
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| May 16, 2022 |
MYNZ / Mainz Biomed B.V. / Eidens Moritz - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MAINZ BIOMED N.V. (Name of Issuer) Ordinary Shares, €0.01 par value per share (Title of Class of Securities) N5436L101 (CUSIP Number) May 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| May 16, 2022 |
MYNZ / Mainz Biomed B.V. / Hekland Hans - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MAINZ BIOMED N.V. (Name of Issuer) Ordinary Shares, €0.01 par value per share (Title of Class of Securities) N5436L101 (CUSIP Number) May 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| May 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| May 3, 2022 |
Section 302(a) Certification of CEO EXHIBIT 12.1 Certification I, Guido Baechler, certify that: 1. I have reviewed this Annual Report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| May 3, 2022 |
Employment Contract with William Caragol, dated April 29, 2022 Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into as of April 29, 2022 (effective May 1, 2022), by and between William J. Caragol (the ?Employee?) and Mainz Biomed N.V. (the ?Company?). WHEREAS, the Company desires to employ the Employee on the terms and conditions set forth herein; and WHEREAS, the Employee desires to be employed by the Compan |
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| May 3, 2022 |
Section 302(a) Certification of CFO EXHIBIT 12.2 Certification I, William Caragol, certify that: 1. I have reviewed this Annual Report on Form 20-F of Mainz Biomed N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| May 3, 2022 |
Section 906 Certifications of CEO and CFO EXHIBIT 13.1 Certification Pursuant to 18 U.S.C. Section 1350 For purposes of 18 U.S.C. Section 1350, the undersigned officer of Mainz Biomed N.V., a company incorporated under the laws of the Netherlands (the “Company”), hereby certifies, to such officer’s knowledge, that: (i) the Annual Report on Form 20-F of the Company for the year ended December 31, 2021 (the “Report”) fully complies with the |
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| May 2, 2022 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number 001-41010 CUSIP Number N5436L101 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra |
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| January 28, 2022 |
Mainz Biomed Announces Pricing of Follow-on Offering Exhibit 99.1 Mainz Biomed Announces Pricing of Follow-on Offering BERKELEY, Calif. and MAINZ, Germany, Jan. 25, 2022 (GLOBE NEWSWIRE) - Mainz Biomed N.V. (NASDAQ:MYNZ) (?Mainz Biomed? or the ?Company?), a molecular genetics diagnostic company specializing in the early detection of cancer, announced today the pricing of its underwritten public follow-on offering (the ?Follow-on Offering?) of 1,500, |
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| January 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| January 28, 2022 |
EX-1.1 2 ea154626ex1-1mainzbio.htm UNDERWRITING AGREEMENT, DATED JANUARY 25, 2022, BETWEEN MAINZ BIOMED N.V. AND BOUSTEAD SECURITIES, LLC Exhibit 1.1 Mainz Biomed N.V. UNDERWRITING AGREEMENT January 25, 2022 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 Attn: Keith Moore, Chief Executive Officer Attn: Daniel J. McClory, Managing Director Ladies and Gentlemen: This underwriting agr |
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| January 28, 2022 |
1,500,000 Ordinary Shares Mainz Biomed N.V. 424B3 1 f424b30122mainzbiomednv.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-262294 1,500,000 Ordinary Shares Mainz Biomed N.V. This is a firm commitment public offering of 1,500,000 ordinary shares of Mainz Biomed N.V.. Our ordinary shares are traded on the Nasdaq Capital Market under the symbol “MYNZ.” The last reported sale price of our ordinary shares on Janu |
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| January 28, 2022 |
Exhibit 99.2 Mainz Biomed Announces the Closing of its $25.8 Million Public Follow-on Offering of Common Stock and Full Exercise of the Underwriters? Option to Purchase Additional Shares Proceeds Allocated to Development of Recently Acquired mRNA Biomarkers and Launch of Clinical Studies to Support ColoAlert?s FDA Submission BERKELEY, US ? MAINZ, Germany ? JANUARY 28, 2022 ? Mainz Biomed N.V. (NAS |
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| January 24, 2022 |
Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Mainz Biomed N.V. Robert Koch Strasse 50 55129 Mainz Germany January 24, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Mainz Biomed N.V. Registration Statement on Form F-1 File No. 333-262294 Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended |
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| January 24, 2022 |
VIA EDGAR January 24, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 21, 2022 |
Form of Underwriting Agreement Exhibit 1.1 Mainz Biomed N.V. UNDERWRITING AGREEMENT January , 2022 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 Attn: Keith Moore, Chief Executive Officer Attn: Daniel J. McClory, Managing Director Ladies and Gentlemen: This underwriting agreement (this ?Agreement?) constitutes the agreement between Mainz Biomed N.V., a Dutch public company with limited liability (collectively w |
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| January 21, 2022 |
As filed with the Securities and Exchange Commission on January 21, 2022 As filed with the Securities and Exchange Commission on January 21, 2022 Registration No. |
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| January 21, 2022 |
Exhibit 10.15 TECHNOLOGY RIGHTS AGREEMENT This Agreement (the ?Option Agreement?) is made effective as of (the ?Effective Date?). BETWEEN: Socpra sciences sant? et humaines s.e.c., operating under the name TransferTech Sherbrooke, a Limited Partnership duly incorporated pursuant to the Civil Code of Qu?bec, having its head office at 35 Radisson Street, Office 200, Sherbrooke, (Quebec), Canada, J1L |
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| January 14, 2022 |
This Draft Registration Statement is confidentially submitted to the U.S. Securities and Exchange Commission pursuant to Section 106 (a) of the Jumpstart Our Business Startups Act of 2012 on January 14, 2022 and is not being filed publicly under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATIO |
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| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) I |
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| January 6, 2022 |
Mainz Biomed Acquires Exclusive Rights to Novel mRNA Biomarkers Exhibit 99.1 Mainz Biomed Acquires Exclusive Rights to Novel mRNA Biomarkers Potential for ColoAlert to Emerge as the Most Robust and Accurate At-home Screening Test for Colorectal Cancer Biomarkers Demonstrated Unique Ability to Identify Curable Precancerous Colonic Polyps as well as Curable Early-Stage Colorectal Cancer BERKELEY, US ? MAINZ, Germany ? JANUARY 5, 2022 ? Mainz Biomed N.V. (NASDAQ: |
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| November 12, 2021 |
Deed of Conversion, dated November 9, 2021 Exhibit 3.1 This document is an unofficial English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text, except that, for convenience, the definitions set out in article 1.1 of the articles of association contained in this document have been placed in the Engli |
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| November 12, 2021 |
Exhibit 1.1 Mainz Biomed B.V. UNDERWRITING AGREEMENT November 4, 2021 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 Attn: Keith Moore, Chief Executive Officer Attn: Daniel J. McClory, Managing Director Ladies and Gentlemen: This underwriting agreement (this ?Agreement?) constitutes the agreement between Mainz Biomed B.V., a Dutch company limited by shares (collectively with its su |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant?s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) |
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| November 12, 2021 |
Mainz Biomed Announces Exercise of Over-Allotment Option Exhibit 99.2 Mainz Biomed Announces Exercise of Over-Allotment Option BERKELEY, Calif. and MAINZ, Germany, Nov. 08, 2021 (GLOBE NEWSWIRE) - Mainz Biomed N.V. (NASDAQ:MYNZ) (?Mainz Biomed? or the ?Company?), a molecular genetics diagnostic company specializing in the early detection of cancer, today announced the underwriters have exercised their over-allotment option resulting in the issuance of a |
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| November 12, 2021 |
MYNZ Shares Have Commenced Trading on the Nasdaq Capital Market EX-99.1 4 ea150506ex99-1mainzbiomed.htm PRESS RELEASE, DATED NOVEMBER 5, 2021 Exhibit 99.1 MYNZ Shares Have Commenced Trading on the Nasdaq Capital Market BERKELEY, US – MAINZ, Germany – NOVEMBER 5, 2021 — Mainz Biomed N.V. (Nasdaq:MYNZ) (“Mainz Biomed” or the “Company”), a molecular genetics diagnostics company specializing in the early detection of cancer, announces that its shares have commence |
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| November 12, 2021 |
1,000,000 Ordinary Shares Mainz Biomed B.V. Filed Pursuant to Rule 424(b)(3) Registration No. 333-260176 1,000,000 Ordinary Shares Mainz Biomed B.V. PROSPECTUS The selling shareholders plan to sell an aggregate of 1,000,000 ordinary shares (the ?Resale Shares?). The ordinary shares offered by this selling shareholder prospectus may be sold by the selling shareholders from time-to-time in the open market, through privately negotiated transac |
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| November 12, 2021 |
Mainz Biomed N.V. 2,000,000 Ordinary Shares Filed Pursuant to Rule 424(b)(3) Registration No. 333-260176 Mainz Biomed N.V. 2,000,000 Ordinary Shares This prospectus relates to a firm commitment initial public offering of 2,000,000 ordinary shares of Mainz Biomed N.V. Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price of our shares will be $5.00. We have applied to have our ordi |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MAINZ BIOMED B.V.* (Exact name of registrant as specified in its charter) The Netherlands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Rob |
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| November 2, 2021 |
Form of Underwriter’s Warrant (included in Exhibit 1.1) Exhibit 1.1 Mainz Biomed B.V. UNDERWRITING AGREEMENT [ ], 2021 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 Attn: Keith Moore, Chief Executive Officer Attn: Daniel J. McClory, Managing Director Ladies and Gentlemen: This underwriting agreement (this “Agreement”) constitutes the agreement between Mainz Biomed B.V., a Dutch company limited by shares (collectively with its subsidiar |
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| November 2, 2021 |
Mainz Biomed B.V. Robert Koch Strasse 50 55129 Mainz Mainz Biomed B.V. Robert Koch Strasse 50 55129 Mainz Germany November 2, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Mainz Biomed B.V. Registration Statement on Form F-1 File No. 333-260176 Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended |
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| November 2, 2021 |
As filed with the Securities and Exchange Commission on November 1, 2021 As filed with the Securities and Exchange Commission on November 1, 2021 Registration No. |
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| November 2, 2021 |
VIA EDGAR November 2, 2021 Attention: Mr. Gary Guttenberg. Ms. Sasha Parikh Mr. Mr. Kevin Vaughn Ms. Celeste Murphy Re: Request for Acceleration of Effectiveness of Audience, Inc. Registration Statement on Form F-1 (File No. 333-260176) initially filed on October 12, 2021 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), we, |
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| October 26, 2021 |
Amendment to Management Services Agreement between Dr. Moritz Eidens and the Company** EX-10.13 5 ff12021a1ex10-13mainzbio.htm AMENDMENT TO MANAGEMENT SERVICES AGREEMENT BETWEEN DR. MORITZ EIDENS AND MAINZ BIOMED B.V Exhibit 10.13 AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT THIS AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of October , 2021, by and among MAINZ BIOMED B.V. (including upon conversion to a Naamloze Venootschap under Dutch law, the |
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| October 26, 2021 |
Share Certificate — Ordinary Shares** EX-4.1 2 ff12021a1ex4-1mainzbio.htm SHARE CERTIFICATE - ORDINARY SHARES Exhibit 4.1 |
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| October 26, 2021 |
As filed with the Securities and Exchange Commission on October 26, 2021 As filed with the Securities and Exchange Commission on October 26, 2021 Registration No. |
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| October 26, 2021 |
Code of Ethics and Business Conduct** EX-14.1 7 ff12021a1ex14-1mainzbio.htm CODE OF ETHICS AND BUSINESS CONDUCT Exhibit 14.1 MAINZ BIOMED N.V. Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors (the “Board”) of Mainz Biomed N.V. (the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or a |
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| October 26, 2021 |
C O R P O R A T E P R E S E N T A T I O N | O C T O B E R 2 0 2 1 Saving Lives Through Innovative Molecular Diagnostic Solutions Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated October 26, 2021 Relating to Preliminary Prospectus dated October 26, 2021 Registration No. |
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| October 26, 2021 |
Amendment to Management Services Agreement between Guido Baechler and the Company** Exhibit 10.11 AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT THIS AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of October , 2021, by and among MAINZ BIOMED B.V. (including upon conversion to a Naamloze Venootschap under Dutch law, the “Company”) and Guido Bächler (“Baechler”). WHEREAS, the Company and Baechler are parties to that certain Management Services Agree |
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| October 26, 2021 |
Amendment to Consultant Agreement between William Caragol and the Company** EX-10.12 4 ff12021a1ex10-12mainzbio.htm AMENDMENT TO CONSULTANT AGREEMENT BETWEEN WILLIAM CARAGOL AND MAINZ BIOMED B.V Exhibit 10.12 AMENDMENT NO. 1 TO CONSULTANT AGREEMENT THIS AMENDMENT NO. 1 TO CONSULTANT AGREEMENT (this “Amendment”), dated as of October , 2021, by and among MAINZ BIOMED B.V. (including upon conversion to a Naamloze Venootschap under Dutch law, the “Company”) and William Carago |
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| October 26, 2021 |
Amendment to Consultant Agreement between Philipp Freese and the Company** EX-10.14 6 ff12021a1ex10-14mainzbio.htm AMENDMENT TO CONSULTANT AGREEMENT BETWEEN PHILIPP FREESE AND MAINZ BIOMED B.V Exhibit 10.14 AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT THIS AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of October , 2021, by and among MAINZ BIOMED B.V. (including upon conversion to a Naamloze Venootschap under Dutch law, the “Company”) a |
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| October 12, 2021 |
License and Development Agreement, dated January 1, 2019, between the Company and ColoAlert AS** Exhibit 10.1 LICENSE and DEVELOPMENT AGREEMENT between ColoAlert AS and PharmGenomics GmbH License AND DEVELOPMENT agreement This license and development agreement (the ”Agreement”) is entered into the 1st of January, 2019 between: (1) ColoAlert AS, Trimtowers, Postboks 1063 Sandnes, Norway, company registration number 913 028 570 ("CA"), and (2) PharmGenomics GmbH, Robert Koch Strasse 50, 55129 M |
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| October 12, 2021 |
Contribution Agreement between the Company and PharmGenomics GmbH** EX-10.8 12 ff12021ex10-8mainzbio.htm CONTRIBUTION AGREEMENT BETWEEN THE COMPANY AND PHARMGENOMICS GMBH Exhibit 10.8 Final version DATED 29 JULY 2021 CONTRIBUTION AGREEMENT between THE CONTRIBUTORS NAMED HEREIN and MAINZ BIOMED B.V. and PHARMGENOMICS GMBH CMS Derks Star Busmann N.V. cms.law table of contents CLAUSE PAGE 1. Definitions and interpretation 1 2. Conditions Precedent 5 3. Contribution 5 |
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| October 12, 2021 |
EX-3.1 3 ff12021ex3-1mainzbio.htm FORM OF DEED OF CONVERSION Exhibit 3.1 Draft of 4 October 2021 This document is an unofficial English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text, except that, for convenience, the definitions set out in article 1.1 of |
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| October 12, 2021 |
Management Services Agreement, dated January 1, 2019, between the Company and Dr. Moritz Eidens** EX-10.6 10 ff12021ex10-6mainzbio.htm MANAGEMENT SERVICES AGREEMENT, DATED JANUARY 1, 2019, BETWEEN THE COMPANY AND DR. MORITZ EIDENS Exhibit 10.6 Geschäftsführer-Dienstvertrag zwischen der Mainz Biomed B.V. mit Sitz in Amsterdam, Geschäftsanschrift: Robert-Koch-Str. 50, 55129 Mainz, vertreten durch die Gesellschafterversammlung, diese wiederum vertreten durch Herrn Marco Messina, – nachfolgend auc |
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| October 12, 2021 |
EX-10.2 6 ff12021ex10-2mainzbio.htm AMENDMENT TO LICENSE AND DEVELOPMENT AGREEMENT, DATED NOVEMBER 2, 2020, BETWEEN THE COMPANY AND COLOALERT AS Exhibit 10.2 Amendment to License AND DEVELOPMENT agreement This amendment refers to the License and Development Agreement entered into the 1st of January, 2019 (the ”Agreement”) between the parties: ColoAlert AS, Storgata 61 0504, 4307 Sandnes, Norway, c |
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| October 12, 2021 |
As filed with the Securities and Exchange Commission on October 8, 2021 Registration No. |
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| October 12, 2021 |
Management Services Agreement, dated July 1, 2020, between the Company and Guido Baechler** Exhibit 10.4 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (the “Agreement”) is made and entered into as of July 1, 2021 by and between Guido Bächler (“Baechler”) and Mainz Biomed B.V. (the “Company”). WHEREAS, Baechler has been requested to become a director (bestuurder) of the Company will be appointed director (bestuurder) of the Company on or around the date hereof (the “Eff |
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| October 12, 2021 |
Form of Mainz Biomed N.V. 2021 Omnibus Incentive Plan** Exhibit 10.10 Form of MAINZ BIOMED B.V. (TO BE RENAMED MAINZ BIOMED N.V.) 2021 OMNIBUS INCENTIVE PLAN SECTION 1. Establishment and Purpose. (a) Purpose. The purpose of the Plan is to promote the interests of Mainz Biomed B.V., a corporation incorporated in the Netherlands (the ?Corporation?), and its shareholders by providing eligible employees, directors and consultants with additional incentives |
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| October 12, 2021 |
Consulting Agreement, dated July 16, 2021, between the Company and William Caragol** Exhibit 10.5 CONSULTANT AGREEMENT This Consultant Agreement (the “Agreement”) is made and entered into as of July 16, 2021, by and between William Caragol (the “Consultant”) and Mainz Biomed B.V. (the “Company”). WHEREAS, the Company desires to for the Consultant to provide services on the terms and conditions set forth herein; and WHEREAS, the Consultant desires to be employed by the Company on s |
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| October 12, 2021 |
Form of Underwriter’s Warrant (included in Exhibit 1.1) EX-1.1 2 ff12021ex1-1mainzbio.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 Mainz Biomed B.V. UNDERWRITING AGREEMENT [ ], 2021 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 Attn: Keith Moore, Chief Executive Officer Attn: Daniel J. McClory, Managing Director Ladies and Gentlemen: This underwriting agreement (this “Agreement”) constitutes the agreement between Mainz Biomed B.V., a |
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| October 12, 2021 |
EX-10.3 7 ff12021ex10-3mainzbiomed.htm OPTION TO PURCHASE INTELLECTUAL PROPERTY ASSETS, DATED FEBRUARY 2021, AMONG THE COMPANY, COLOALERT AS AND NORDA ASA Exhibit 10.3 Silent Partnership Agreement Between the Company PharmGenomics GmbH, Robert-Koch-Str. 50, 55129 Mainz, Germany - hereinafter also referred to as the “Participant” - and the [] - hereinafter also referred to as the “Participation Pro |
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| October 12, 2021 |
Management Services Agreement, dated January 1, 2019, between the Company and Philipp Freese** Exhibit 10.7 Dienstvertrag zwischen der Mainz Biomed B.V. mit Sitz in Amsterdam, Geschäftsanschrift: Robert-Koch-Str. 50, 55129 Mainz, vertreten durch die Gesellschafterversammlung, diese wiederum vertreten durch Herrn Marco Messina, – nachfolgend auch: „Gesellschaft” – und Herrn Philipp Freese, Albert-Schweitzer-Weg 3, 41515 Grevenbroich – nachfolgend auch: „Executive” – – nachfolgend beide gemei |
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| October 12, 2021 |
Form of Silent Partnership Agreements** EX-10.9 13 ff12021ex10-9mainzbiomed.htm FORM OF SILENT PARTNERSHIP AGREEMENTS Exhibit 10.9 Silent Partnership Agreement Between the Company PharmGenomics GmbH, Robert-Koch-Str. 50, 55129 Mainz, Germany - hereinafter also referred to as the “Participant” - and the [] - hereinafter also referred to as the “Participation Provider” - § 1 Overview (1) The Participation Provider agrees to be a silent pa |
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| October 8, 2021 |
October 8, 2021 Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission Washington, D.C. 20549-4720 Re: Mainz Biomed B.V. Registration Statement on Form S-1 IFiled August 3, 2021 File No. 377-05301 We submit this letter to the Staff of the Securities and Exchange Commission (the ?Commission?) with respect to the above referenced Registration Statement on For |
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| September 3, 2021 |
September 3, 2021 Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission Washington, D.C. 20549-4720 Re: Mainz Biomed B.V. Registration Statement on Form S-1 Filed August 3, 2021 File No. 377-05301 This letter is in response to your letter of August 25, 2021 in which you provided a comment to the draft registration statement on Form F-1 (the ?DRS?) of Mainz |
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| September 3, 2021 |
DRS/A 1 filename1.htm This Draft Registration Statement is confidentially submitted to the U.S. Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on September 3, 2021 and is not being filed publicly under the Securities Act of 1933, as amended. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CON |
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| August 3, 2021 |
EX-10.9 8 filename8.htm Exhibit 10.9 Final version DATED 29 JULY 2021 CONTRIBUTION AGREEMENT between THE CONTRIBUTORS NAMED HEREIN and MAINZ BIOMED B.V. and PHARMGENOMICS GMBH CMS Derks Star Busmann N.V. cms.law table of contents CLAUSE PAGE 1. Definitions and interpretation 1 2. Conditions Precedent 5 3. Contribution 5 4. Completion 6 5. Warranties of the Contributors 7 6. Warranties of the Compa |
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| August 3, 2021 |
EX-10.5 5 filename5.htm Exhibit 10.5 CONSULTANT AGREEMENT This Consultant Agreement (the “Agreement”) is made and entered into as of July 16, 2021, by and between William Caragol (the “Consultant”) and Mainz Biomed B.V. (the “Company”). WHEREAS, the Company desires to for the Consultant to provide services on the terms and conditions set forth herein; and WHEREAS, the Consultant desires to be empl |
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| August 3, 2021 |
Amendment to License AND DEVELOPMENT agreement EX-10.2 3 filename3.htm Exhibit 10.2 Amendment to License AND DEVELOPMENT agreement This amendment refers to the License and Development Agreement entered into the 1st of January, 2019 (the ”Agreement”) between the parties: ColoAlert AS, Storgata 61 0504, 4307 Sandnes, Norway, company registration number 913 028 570 ("CA"), and PharmGenomics GmbH, Robert-Koch-Straße 50, 55129 Mainz, Germany, compa |
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| August 3, 2021 |
This Draft Registration Statement is confidentially submitted to the U.S. Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on August 3, 2021 and is not being filed publicly under the Securities Act of 1933, as amended. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEM |
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| August 3, 2021 |
EX-10.4 4 filename4.htm Exhibit 10.4 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (the “Agreement”) is made and entered into as of July 1, 2021 by and between Guido Bächler (“Baechler”) and Mainz Biomed B.V. (the “Company”). WHEREAS, Baechler has been requested to become a director (bestuurder) of the Company will be appointed director (bestuurder) of the Company on or around t |
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| August 3, 2021 |
LICENSE and DEVELOPMENT AGREEMENT ColoAlert AS PharmGenomics GmbH License AND DEVELOPMENT agreement Exhibit 10.1 LICENSE and DEVELOPMENT AGREEMENT between ColoAlert AS and PharmGenomics GmbH License AND DEVELOPMENT agreement This license and development agreement (the ?Agreement?) is entered into the 1st of January, 2019 between: (1) ColoAlert AS, Trimtowers, Postboks 1063 Sandnes, Norway, company registration number 913 028 570 ("CA"), and (2) PharmGenomics GmbH, Robert Koch Strasse 50, 55129 M |
