Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 May 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  ☐

 

 

 

 

 

 

Other Events

 

On May 31, 2024, we held the annual general meeting of our holders of ordinary shares in Amsterdam, The Netherlands. A quorum was present for such meeting, and all proposals brought before the holders of our ordinary shares at such meeting were approved. Attached as Exhibit 99.1 hereto is a press release discussing such annual general meeting and other matters.

 

This current report on Form 6-K and the exhibit hereto are hereby incorporated by reference into our registration statement on Form F-3 (no. 333-269091) as well as our registration statement on Form S-8 (no. 333-273203).

 

Exhibit No.		Exhibit
99.1		Press release, dated May 31, 2024, entitled “Mainz Biomed Reports Results of 2024 Annual General Meeting”

 

1

 

 

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: May 31, 2024
By:	/s/ William J. Caragol
	William J. Caragol
Title:	Chief Financial Officer

 

 

2

 

Exhibit 99.1

 

 

Mainz Biomed Reports Results of 2024 Annual General Meeting

 

BERKELEY, US – MAINZ, Germany – May 31, 2024 — Mainz Biomed N.V. (NASDAQ: MYNZ), a molecular genetics diagnostic company specializing in the early detection of cancer, , held its annual general meeting (“Annual General Meeting”) on Friday, May 31, 2024 in Amsterdam, The Netherlands. Holders of 2,431,947 ordinary shares, representing approximately 10.9% of our outstanding shares on May 3, 2024, the record date for the Annual General Meeting, were present at such meeting, which constituted a quorum under Dutch law. Each of the matters presented at the Annual General Meeting received the requisite shareholder approval as set below:

 

Proposal				For				Against				Abstain
1.		Adoption of the statutory annual accounts for the financial year ended 31 December 2023			2,400,449				22,528				8,970
2.		Discharge from liability of the directors for their management and supervision during the financial year ended 31 December 2023			2,187,602				198,949				45,396
3.		Amendment of the articles of association and authorization of CMS to have the deed of amendment of articles of association executed			2,344,801				32,166				54,980
4.		Extension of the authorization of the board to acquire ordinary shares or depositary receipts thereof			2,229,837				169,972				32,138
5.		Extension of the authorization of the board to acquire preferred shares or depositary receipts thereof			2,103,796				296,901				31,250
6.		Reappointment of Mr. G. Baechler as executive director			2,368,376				31,476				32,095
7.		Reappointment of Mr. H.J. Hekland as non-executive director			2,371,381				31,481				29,085
8.		Reappointment of Mr. G.J. Tibbitts as non-executive director			2,378,154				46,443				7,350
9.		Reappointment of Dr. H. Dreismann as non-executive director			2,372,910				29,939				29,098
10.		Assignment of Kreston Lentink Audit B.V. as Dutch auditor and authorization of the board to assign a US auditor at its discretion for the financial year ending 31 December 2024			2,378,052				25,907				27,988

 

No other matters were voted upon at the Annual General Meeting.

 

In addition to announcing the results of its Annual General Meeting, Mainz also addresses a recent notification from the Listing Qualifications Department of the Nasdaq Stock Market, LLC (“Nasdaq “) regarding the company’s compliance with the minimum bid price requirement. Nasdaq has informed Mainz that it is currently not in compliance with Nasdaq Listing Rule 5550(a)(2), as the closing bid price of the company’s ordinary shares was below the minimum of US$1.00 per share for 30 consecutive trading days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), Mainz Biomed N.V. has been granted a compliance period of 180 calendar days to regain compliance with Nasdaq’s minimum bid price requirement. To regain compliance, the closing bid price of the ordinary shares must be at least $1.00 per share for a minimum of 10 consecutive trading days prior to November 25, 2024 and the Company must otherwise satisfy The Nasdaq Capital Market’s requirements for listing. If the company does not regain compliance by November 25, 2024, the company may be eligible for an additional 180 calendar day compliance period. If the company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the company’s ordinary shares will be subject to delisting. The company would then be entitled to appeal Nasdaq’s determination to a Nasdaq Listing Qualifications Panel and request a hearing.

 

 

 

 

 

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About Mainz Biomed N.V.

 

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 based on real-time Polymerase Chain Reaction-based (PCR) multiplex detection of molecular-genetic biomarkers in stool samples. ColoAlert® is currently marketed across Europe. The Company is planning to run 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. To learn more, visit mainzbiomed.com.

 

For media inquiries

 

MC Services AG
Anne Hennecke/Caroline Bergmann
[phone]
[e-mail]

 

For investor inquiries, please contact [e-mail]

 

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 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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