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Mainz Biomed N.V. reported a net loss of $16.2 million for 2025 and disclosed substantial doubt about its ability to continue as a going concern. Revenue fell to $0.5 million, mainly from ColoAlert sales in Europe, while operating losses were driven by R&D, SG&A, and a $2.64 million impairment on colorectal cancer IP.
The company is exiting its colorectal cancer business, selling ColoAlert IP and focusing on a lower-cost pancreatic cancer screening program. It ended 2025 with $0.9 million in cash and a working capital deficit of about $1.9 million, and it later raised $6 million via preferred stock and a strategic investment from David Lazar that could control over 90% of fully diluted shares after shareholder approval.
Mainz also plans a strategic expansion into post-quantum cybersecurity under the Quantum Cyber brand and faces Nasdaq minimum bid price deficiency, with until September 16, 2026 to regain compliance. The audit opinion highlights going-concern risk, and the company expects to rely on additional equity and debt financing to fund operations.
Mainz Biomed N.V. has called an extraordinary shareholders’ meeting on April 22, 2026 to vote on a transformative financing and capital structure package, board changes and governance items. Shareholders are being asked to ratify Reliant CPA as auditor and approve issuances of ordinary shares underlying five series of preferred shares issued or to be issued to investor David E. Lazar to comply with Nasdaq Listing Rules 5635(b) and 5635(d). The preferred shares, once fully convertible, would represent in excess of 95% of issued and outstanding ordinary shares on a fully diluted basis after a planned second $3 million closing.
Further proposals would authorize specific conversion ratios for all five preferred series, increase authorized capital to up to 900,000,000 ordinary shares and 100,000,000 preferred shares on a post–reverse split basis, change the company’s name to Quantum Cyber N.V., and approve a reverse share split in a range of 1‑for‑2 to 1‑for‑100 to help regain Nasdaq’s $1.00 minimum bid price after a deficiency notice. Shareholders will also vote on appointing four directors (including Lazar as CEO), expanding the 2025 Omnibus Incentive Plan to 10,000,000 ordinary shares, updating the remuneration policy and formally approving board resolutions related to the Lazar purchase agreement. The company warns that failure to obtain approvals could block the final closing, leave restrictive covenants in place, constrain new financing and potentially force a sale of assets or receivership.
Mainz Biomed N.V. reported that Nasdaq has notified the company its ordinary shares no longer meet the minimum $1.00 bid price requirement, after trading below that level for 30 consecutive business days from February 5 to March 19, 2026. The company has 180 calendar days, until September 16, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days. If it does not regain compliance by then, it may qualify for an additional 180‑day period if it meets other initial listing standards and formally indicates an intention to cure, potentially via a reverse stock split. The notice has no immediate effect on the current Nasdaq listing, but failure to cure the deficiency could ultimately lead to delisting, which the company would have the right to appeal.