MAINZ BIOMED N.V. 8-K

What Happened

• Mainz Biomed N.V. announced a Securities Purchase Agreement with investor David E. Lazar. On February 13, 2026, Lazar completed a First Closing, paying $3.0 million for preferred shares. The agreement contemplates a Final Closing for an additional $3.0 million (total $6.0M) once the company obtains shareholder approval required by Nasdaq rules.
• The investment issues multiple series of preferred shares that are convertible into Ordinary Shares. Under the proposed terms, Series A/B/C preferred convert at 9 Ordinary Shares per preferred share and Series D/E convert at 225 Ordinary Shares per preferred share. If fully convertible as planned, the Preferred Shares would represent approximately 95.6% of the company’s fully diluted Ordinary Shares at the Final Closing. David Lazar was appointed a director immediately prior to the First Closing.

Key Details

• First Closing: Feb 13, 2026 — $3.0M received. Final Closing: additional $3.0M to be paid at $1.50 per preferred share, subject to shareholder approval and customary closing conditions.
• Conversion ratios: Series A/B/C = 9 Ordinary Shares per preferred; Series D/E = 225 Ordinary Shares per preferred (as proposed in amended articles).
• Shareholder vote required: Nasdaq Rules 5635(b)/(d) trigger a shareholder meeting to approve conversion and related matters. Company will use best efforts to hold the Shareholder Meeting on or before April 15, 2026.
• Governance and vote support: Lazar has one-time rights to nominate directors (including up to six additional nominees after Final Closing) and a voting agreement locks in support from holders of ~12.4% of Ordinary Shares to vote for the proposals. A 19.99% beneficial ownership cap applies until conversion approval.
• If Conversion Approval is not obtained at a second meeting, the company will issue, in a private placement, up to 19.99% of outstanding Ordinary Shares to Lazar at market-based price (closing price on second meeting day plus $0.02).

Why It Matters

• Dilution and control: If the Preferred Shares convert as proposed, Lazar (and related parties) could hold a controlling interest on a fully diluted basis (over 95%), a material change for existing shareholders. The conversion is subject to shareholder approval and a temporary 19.99% cap until approval.
• Corporate governance and strategy: The deal includes board nomination rights, a voting agreement covering ~12.4% of shares, and pre-closing covenants that limit certain company actions until the shareholder meeting—these affect how the company is run in the near term.
• Financing and runway: The transaction provides $3.0M today and potentially $3.0M upon Final Closing, which management says will be used for operations and working capital. Investors should watch the upcoming Shareholder Meeting (target April 15, 2026), the reverse split proposal, and any Nasdaq or SEC developments.