Mainz Biomed NV 2025年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)or 12(g)OF THESECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscalyear endedDecember31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THESECURITIES EXCHANGE ACT OF 1934For the transition period from _______________ to _______________OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d)OF THESECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report _______________ Commission file number001-41010 Mainz Biomed N.V.(Exact name of Registrant specified in its charter) Not Applicable(Translation of Registrant’s name into English) TheNetherlands(Jurisdiction of incorporation or organization) Mainz Biomed N.V.Robert Koch Strasse 5055129MainzGermany(Address of principal executive offices) Mr. Guido BaechlerChief Executive Officer+49(0)6131 / 55428-60info@mainzbiomed.com(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section12(b)of the Act. Title of Each ClassTrading symbol(s)Name of each exchange on which registeredOrdinary SharesMYNZTheNasdaqStock Market LLC Securities registered or to be registered pursuant to Section12(g)of the Act. None(Title of Class) Securities for which there is a reporting obligation pursuant to Section15(d)of the Act. Ordinary Shares(Title of Class) Number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of business of the period covered by the annual report. 2,319,353Ordinary Shares Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or 15(d)of theSecurities Exchange Act of 1934 Yes☐No☒ Indicate by check mark whether Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934duringthe preceding 12months (or for such shorter period that Registrant was required to file such reports), and (2)has been subject to such filing requirements forthe past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Seedefinition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☐ International Financial Reporting Standards as issuedby theInternational Accounting Standards Board☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:Item17☐Item18☐ If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule12b 2 of the Exchange Act): Yes☐No☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) Indicate by check mark whether Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)of theSecurities Exchange Actof 1934subsequent to the distribution of securities under a plan confirmed by a court. Not applicable. TABLE OF CONTENTS ITEM 17.FINANCIAL STATEMENTS74ITEM 18.FINANCIAL STATEMENTS74ITEM 19.EXHIBITS75 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report contains statements that constitute “forward-looking statem