MYNZ Mainz BioMed NV

 

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)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

 

Form 20-F ☒ Form 40-F ☐

 

 

 

Entry into a Material Agreement

 

On December 12, 2024, Mainz Biomed N.V. (the “Company”) and an institutional investor (the “Purchaser”) entered into a securities purchase agreement (the “SPA”), pursuant to which the Company sold to the Purchaser (i) 220,165 ordinary units, with each ordinary unit consisting of one ordinary share, one class A warrant to purchase one ordinary share (the “Class A Warrant”), and one class B warrant to purchase one ordinary share (the “Class B Warrant”), and (ii) 1,147,356 pre-funded units with each pre-funded unit consisting of one pre-funded warrant to purchase one ordinary share, one Class A Warrant, and one Class B Warrant “Offering”). Each ordinary unit was sold at an offering price of $5.85 per unit, and each pre-funded unit sold at an offering price of $5.85 per unit less the nominal remaining exercise price of $0.0001. The Offering resulted in gross proceeds to the Company of approximately $8,000,000 before deducting placement agent fees and other estimated offering expenses (the “Offering”). The Offering closed on December 16, 2024.

 

Each pre-funded warrant is immediately exercisable upon issuance and can be exercised until all such pre-funded warrants are exercised at the remaining exercise price per share equal to $0.001. Each Class A Warrant is immediately exercisable upon issuance at an exercise price of $5.85 per share and will expire five years from the date of issuance. Each Class B Warrant is immediately exercisable upon issuance at an exercise price of $5.85 per share and will expire on the earlier of (a) 30 days following receipt of results from the Company’s eAArly Detect 2 study, or (b) one year from the date of issuance. Each Class A Warrant and Class B Warrant is subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions, as well as any subsequent financings at an effective price per share less than the exercise price of the Class A Warrant or Class B Warrant then in effect.

 

The Company also entered into a placement agency agreement dated December 12, 2024 (the “Placement Agency Agreement”) with Maxim Group, LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the placement agent in connection with the Offering. Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent an aggregate fee equal to 7% of the gross proceeds raised in the Offering plus $100,000 in fixed fees.

 

The form of the Class A Warrant, the Class B Warrant, the Pre-Funded Warrant, the SPA, and the Placement Agency Agreement were described in the Registration Statement on Form F-1 (no. 333-282993) for the Offering and were attached as exhibits thereto.  

 

Other Events

 

On December 16, 2024, the Company issued a press release announcing the Offering entitled “Mainz Biomed Announces Closing of $8.0 Million Follow-On Offering”. A copy of the press release is attached hereto as Exhibit 99.1

 

The information contained in this Report on Form 6-K (excluding Exhibit 99.1) is hereby incorporated by reference into our Registration Statement on Form F-3 (File No. 333-269091).

 

Exhibit No.		Exhibit
99.1		Press Release entitled “Mainz Biomed Announces Closing of $8.0 Million Follow-On Offering”

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 16, 2024	By:	/s/ William J. Caragol
	Name:	William J. Caragol
	Title:	Chief Financial Officer

 

 

2

 

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 consisting of one ordinary share (or prefunded warrant in lieu thereof) one Class A warrant to purchase one ordinary share, and one Class B warrant to purchase one ordinary share for gross proceeds of approximately $8.0 million. Each unit was sold at an effective offering price of $5.85 per unit, priced at-the-market under Nasdaq rules. Each Class A warrant is immediately exercisable at an exercise price of $5.85 per share and will expire five years from the date of issuance. Each Class B warrant is immediately exercisable at an exercise price of $5.85 per share and will expire on the earlier of 30 days following receipt of results from the Company’s eAArly Detect 2 study, and one year from the date of issuance.

 

Maxim Group LLC acted as the sole placement agent for the offering.

 

The securities described above were offered pursuant to a registration statement on Form F-1, as amended (File No. 333-282993) (the “Registration Statement”), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 12, 2024. The offering was made only by means of a prospectus which is a part of the Registration Statement. A final prospectus relating to the offering has been filed with the SEC. Copies of the final prospectus relating to this offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

Please visit Mainz Biomed’s official website for investors at mainzbiomed.com/investors/for more information

 

About Mainz Biomed NV

 

Mainz Biomed develops market-ready molecular genetic diagnostic solutions for life-threatening conditions. The Company’s flagship product is ColoAlert^®, an accurate, non-invasive and easy-to-use, early-detection diagnostic test for colorectal cancer. ColoAlert^® is marketed across Europe. The Company is currently running a pivotal FDA clinical study for US regulatory approval. Mainz Biomed’s product candidate portfolio also includes PancAlert, an early-stage pancreatic cancer screening test based on real-time Polymerase Chain Reaction-based (PCR) multiplex detection of molecular-genetic biomarkers in stool samples. To learn more, visit mainzbiomed.com.

 

 

For media inquiries

 

MC Services AG
Anne Hennecke/Caroline Bergmann
+49 211 529252 20
mainzbiomed@mc-services.eu

 

For investor inquiries, please contact info@mainzbiomed.com

 

Forward-Looking Statements

 

Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions or the negative of such expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the failure to meet projected development and related targets; (ii) changes in applicable laws or regulations; (iii) the effect of the COVID-19 pandemic on the Company and its current or intended markets; and (iv) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission (the “SEC”) by the Company. Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in its initial filings with the SEC, including its annual report on Form 20-F filed on April 9, 2024. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov. Any forward-looking statement made by us in this press release is based only on information currently available to Mainz Biomed and speaks only as of the date on which it is made. Mainz Biomed undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

 

 

 

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