Lazar David E. 4

What Happened

• David E. Lazar, a director of Mainz Biomed N.V. (MYNZ), acquired 1,000,000 Series A, 1,000,000 Series B and 1,000,000 Series C preferred shares on February 13, 2026. He paid $1.00 per share for those 3,000,000 preferred shares (total $3,000,000).
• Under the same agreement he will also purchase 1,000,000 Series D and 1,000,000 Series E preferred shares at $1.50 per share (total $3,000,000) at a subsequent closing that is contingent on stockholder approval. These are purchases (acquisitions) of preferred stock — not ordinary shares.

Key Details

• Transaction date: February 13, 2026; Form 4 filed March 3, 2026 (filed well after the typical 2-business-day Form 4 window).
• Prices and totals: Series A–C: 3 × 1,000,000 shares @ $1.00 = $3,000,000 paid; Series D–E (commitment): 2 × 1,000,000 shares @ $1.50 = $3,000,000 to be paid at the second closing.
• Shares owned after transaction: Filing notes no ordinary shares beneficially owned (preferred shares were acquired; F1).
• Conversion mechanics (important): First Closing Shares (A–C) are not convertible until stockholder approval; after approval each First Closing preferred share converts into 9 ordinary shares. Each Second Closing preferred share (D–E) would convert into 225 ordinary shares, subject to ownership limitations and other conditions.
• Conditions for conversion / Stockholder Approval required (per filing): increase authorized ordinary shares to ≥900,000,000; conversion compliance with Nasdaq rules; a reverse stock split; and election of the Reporting Person and designees to the Board. Conversion will be at the option of the Reporting Person for no additional consideration once approvals are obtained.
• Other notes: Each preferred class is perpetual (no expiration). Filing does not indicate a 10b5-1 plan, tax withholding, or a cashless exercise.

Context

• These are derivative/preferred-share acquisitions, not immediate purchases of ordinary (voting) shares. Preferred shares only become convertible into ordinary shares if multiple shareholder and corporate approvals happen.
• If converted at the stated ratios (and ignoring ownership limits), the first closing 3,000,000 preferred shares would convert into 27,000,000 ordinary shares and the two second-closing classes (2,000,000 shares) could convert into up to 450,000,000 ordinary shares — illustrating the potential scale of conversion if all conditions are met, though conversions are subject to limits and approvals.
• The Form 4 was filed on March 3 for a Feb 13 transaction date, which appears late (Form 4s are normally due within two business days).