David E. Lazar invests $6M in Mainz Biomed (MYNZ) preferred structure

Rhea-AI Filing Summary

Mainz Biomed director David E. Lazar reported a major preferred share investment. On February 13, 2026, he entered a securities purchase agreement to acquire 1,000,000 Series A, 1,000,000 Series B, and 1,000,000 Series C Preferred Shares at $1.00 per share, for a total of $3,000,000.

The footnotes state he will also acquire, at a later closing following stockholder approval, 1,000,000 Series D and 1,000,000 Series E Preferred Shares at $1.50 per share for an additional $3,000,000. The preferred shares are not convertible into ordinary shares until stockholders approve an increase in authorized ordinary shares to at least 900,000,000, a reverse stock split, Nasdaq compliance for conversion, and the election of Lazar and his designees to the board.

After this stockholder approval, each First Closing Share will be convertible into 9 ordinary shares and each Second Closing Share into 225 ordinary shares at Lazar’s option for no additional consideration. The filing notes that no ordinary shares are currently beneficially owned and that each class of preferred stock is perpetual with no expiration date.

Insights

Equity & governance specialist

Director David E. Lazar commits up to $6,000,000 into layered preferred stock with high, approval‑dependent conversion rights.

The filing shows Lazar acquiring $3,000,000 of Series A, B, and C Preferred Shares and committing to another $3,000,000 in Series D and E after stockholder approval. All securities are perpetual preferred and currently non‑convertible into ordinary shares.

Conversion requires several approvals in one package: a large increase in authorized ordinary shares to at least 900,000,000, a reverse stock split, Nasdaq‑compliant conversion of all preferred, and election of Lazar and designees to the board. These conditions link capital structure changes with governance outcomes.

Once stockholders approve these items, each First Closing Share converts into 9 ordinary shares and each Second Closing Share into 225 ordinary shares for no additional consideration. Future company disclosures around the required stockholder approval and any resulting conversions will clarify how this preferred structure affects ordinary shareholders and voting control.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Lazar David E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Series A Preferred Shares	1,000,000	$0.00	--
Grant/Award	Series B Preferred Shares	1,000,000	$0.00	--
Grant/Award	Series C Preferred Shares	1,000,000	$0.00	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Series A Preferred Shares — 1,000,000 shares (Direct); Series B Preferred Shares — 1,000,000 shares (Direct); Series C Preferred Shares — 1,000,000 shares (Direct); Ordinary Shares — 0 shares (Direct)

Footnotes (1)

1. No ordinary shares are beneficially owned. On February 13, 2026 David E. Lazar (the "Reporting Person") and Mainz Biomed N.V. (the "Company") entered into a securies purchase agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired 1,000,000 Series A Preferred Shares, 1,000,000 Series B Preferred Shares, and 1,000,000 Series C Preferred Shares (collectively, the "First Closing Shares"), at a price of $1.00 per share, for a total purchase price of $3,000,000. Pursuant to the Purchase Agreement, the Reporting Person will also acquire, at a subsequent closing promptly following effectiveness of the Stockholder Approval (as defined below), 1,000,000 Series D Preferred Shares and 1,000,000 Series E Preferred Shares (collectively, the "Second Closing Shares" and, together with the First Closing Shares, the "Preferred Shares"), at a price of $1.50 per share, for an additional purchase price of $3,000,000. The First Closing Shares are not convertible into ordinary shares until Stockholder Approval is obtained. Following Stockholder Approval, each of the First Closing Shares will be convertible into 9 ordinary shares and each of the Second Closing Shares will be convertible into 225 ordinary shares, subject to certain ownership limitations. No Preferred Shares will be convertible until the Company's stockholders approve (a) an increase in the Company's authorized ordinary shares to at least 900,000,000, (b) the conversion of all Preferred Shares into ordinary shares in compliance with the rules and regulations of the Nasdaq Capital Market, (c) a reverse stock split, and (d) the election of the Reporting Person and his designees to the Company's Board of Directors (collectively, the "Stockholder Approval"). Following receipt by the Company of the Stockholder Approval, the Preferred Stock will be convertible into ordinary shares at the option of the Reporting Person for no additional consideration. Each class of Preferred Stock is perpetual and therefore has no expiration date.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lazar David E.

(Last) (First) (Middle)

44, TOWER 100, THE TOWERS

WINSTON CHURCHILL, PAITILLA

(Street)

PANAMA CITY R1 07196

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAINZ BIOMED N.V. [ MYNZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares								0(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Shares(2)(3)	(4)	02/13/2026		A		1,000,000		(3)	(5)	Ordinary Shares	0(3)	(2)	1,000,000	D
Series B Preferred Shares(2)(3)	(4)	02/13/2026		A		1,000,000		(3)	(5)	Ordinary Shares	0(3)	(2)	1,000,000	D
Series C Preferred Shares(2)(3)	(4)	02/13/2026		A		1,000,000		(3)	(5)	Ordinary Shares	0(3)	(2)	1,000,000	D

Explanation of Responses:

1. No ordinary shares are beneficially owned.

2. On February 13, 2026 David E. Lazar (the "Reporting Person") and Mainz Biomed N.V. (the "Company") entered into a securies purchase agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired 1,000,000 Series A Preferred Shares, 1,000,000 Series B Preferred Shares, and 1,000,000 Series C Preferred Shares (collectively, the "First Closing Shares"), at a price of $1.00 per share, for a total purchase price of $3,000,000. Pursuant to the Purchase Agreement, the Reporting Person will also acquire, at a subsequent closing promptly following effectiveness of the Stockholder Approval (as defined below), 1,000,000 Series D Preferred Shares and 1,000,000 Series E Preferred Shares (collectively, the "Second Closing Shares" and, together with the First Closing Shares, the "Preferred Shares"), at a price of $1.50 per share, for an additional purchase price of $3,000,000.

3. The First Closing Shares are not convertible into ordinary shares until Stockholder Approval is obtained. Following Stockholder Approval, each of the First Closing Shares will be convertible into 9 ordinary shares and each of the Second Closing Shares will be convertible into 225 ordinary shares, subject to certain ownership limitations. No Preferred Shares will be convertible until the Company's stockholders approve (a) an increase in the Company's authorized ordinary shares to at least 900,000,000, (b) the conversion of all Preferred Shares into ordinary shares in compliance with the rules and regulations of the Nasdaq Capital Market, (c) a reverse stock split, and (d) the election of the Reporting Person and his designees to the Company's Board of Directors (collectively, the "Stockholder Approval").

4. Following receipt by the Company of the Stockholder Approval, the Preferred Stock will be convertible into ordinary shares at the option of the Reporting Person for no additional consideration.

5. Each class of Preferred Stock is perpetual and therefore has no expiration date.

	/s/ David E. Lazar	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did David E. Lazar report in his Mainz Biomed (MYNZ) Form 4?

David E. Lazar reported acquiring Mainz Biomed preferred shares through a securities purchase agreement. He obtained Series A, B, and C Preferred Shares for a total of $3,000,000, with additional Series D and E Preferred Shares to be purchased later, all subject to specific stockholder approvals for eventual conversion.

How many Mainz Biomed preferred shares did Lazar acquire and at what price?

Lazar acquired 1,000,000 Series A, 1,000,000 Series B, and 1,000,000 Series C Preferred Shares. Each of these First Closing Shares was purchased at $1.00 per share, for a combined purchase price of $3,000,000, according to the securities purchase agreement described in the Form 4 footnotes.

What additional preferred shares will Lazar buy in Mainz Biomed (MYNZ) after stockholder approval?

After stockholder approval, Lazar will acquire 1,000,000 Series D and 1,000,000 Series E Preferred Shares. These Second Closing Shares will be purchased at $1.50 per share for an additional $3,000,000, bringing his total preferred stock investment commitment to $6,000,000 if the conditions are satisfied.

Under what terms will Mainz Biomed preferred shares convert into ordinary shares?

Following stockholder approval, each First Closing Preferred Share (Series A, B, C) converts into 9 ordinary shares, and each Second Closing Preferred Share (Series D, E) converts into 225 ordinary shares. Conversion is at Lazar’s option for no additional consideration once all specified approval conditions are met.

What conditions make up the Stockholder Approval described in the Mainz Biomed Form 4?

Stockholder Approval requires four elements: increasing authorized ordinary shares to at least 900,000,000, approving conversion of all preferred into ordinary shares under Nasdaq rules, approving a reverse stock split, and electing Lazar and his designees to the board of directors as described in the footnotes.

Does David E. Lazar currently own any Mainz Biomed (MYNZ) ordinary shares?

The Form 4 footnotes state that no ordinary shares are beneficially owned. While Lazar holds or will hold multiple series of perpetual preferred shares, these securities are not currently convertible into ordinary shares until the specified stockholder approvals have been obtained.

Do the Mainz Biomed preferred shares held by Lazar have an expiration date?

No, the preferred shares have no expiration date. The filing states that each class of preferred stock is perpetual, meaning it does not expire, although conversion into ordinary shares depends on future stockholder approval and remains at Lazar’s option once those conditions are fulfilled.