Mainz Biomed NV美股招股说明书(2025-10-03版)

This prospectus supplement amends and supplements the information in a base prospectus dated January 6, 2023 and filed with theU.S. Securities and Exchange Commission as a part of our registration statement on Form F-3, File No. 333-269091 (the “RegistrationStatement”) We have entered into an Equity Distribution Agreement, or the Sales Agreement, with Maxim Group LLC, referred to herein as theSales Agent, relating to our ordinary shares, nominal value €0.40 per share, offered by this prospectus. In accordance with the terms ofthe Sales Agreement, we may offer and sell our ordinary shares having an aggregate offering price of up to $2,300,000 from time totime through or to the Sales Agent, acting as our agent or principal. Our ordinary shares are listed on the Nasdaq Capital Market under the trading symbol “MYNZ.” On September 26, 2025, the lastreported sale price of our ordinary shares was $1.55 per share. Sales of our ordinary shares, if any, under this prospectus will be made in sales deemed to be an “at the market offering” as defined inRule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. The Sales Agent is not required to sellany specific amount of securities but will act as our sales agent using commercially reasonable efforts consistent with its normaltrading and sales practices, on mutually agreed terms between the Sales Agent and us. There is no arrangement for funds to be receivedin any escrow, trust or similar arrangement. The compensation to the Sales Agent for sales of ordinary shares sold pursuant to the Sales Agreement will be equal to 3.0% of thegross proceeds of any ordinary shares sold under the Sales Agreement. In connection with the sale of the ordinary shares on our behalf,the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the SalesAgent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contributionto the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934, asamended. As of the date of this prospectus supplement, our public float pursuant to General Instruction I.B.5 of Form F-3 is approximately$9,699,696, which was calculated based on 5,388,720 ordinary shares outstanding and held by non-affiliates at the date of thisprospectus supplement at a price of $1.80 per share, the closing price of our ordinary shares as reported on the Nasdaq Capital Market(“Nasdaq”) on August 19, 2025, the highest closing price of our ordinary shares on Nasdaq within 60 days of the date of thisprospectus supplement. During the 12 calendar months prior to and including the date of this prospectus supplement, we soldsecurities with an aggregate market value of approximately $918,455 pursuant to the Registration Statement. Pursuant to InstructionI.B.5 of Form F-3, as long as our public float remains below $75.0 million, we will not sell securities pursuant to the RegistrationStatement of which this prospectus supplement forms a part in a public primary offering with a value exceeding one-third of our publicfloat (as defined in such instruction) in any 12 calendar month period. We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certainreduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and may electto comply with reduced public company reporting requirements in future filings. See “Prospectus Summary–Emerging GrowthCompany.” This investment involves a high degree of risk. You should purchase securities only if you can afford a complete loss. Inreviewing this prospectus and the documents incorporated herein by reference you should carefully consider the mattersdescribed under the caption “Risk Factors” beginning on page S-12. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Sole Sales Agent Maxim Group LLC The date of this prospectus supplement is October 3, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSS-iiPROSPECTUS SUMMARYS-1THE OFFERINGS-11RISK FACTORSS-12SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-16USE OF PROCEEDSS-17DILUTIONS-18PLAN OF DISTRIBUTIONS-19LEGAL MATTERSS-21EXPERTSS-21WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-21INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-22PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS5CAUTIONARY NOTE REGARDING THE FORWARD-LOOKING STATEMENTS5CAPITALIZATION AND INDEBETEDNESS6DILUTION6USE OF PROCEEDS6DIVIDEND POLICY6OFFER AND LISTING DETAILS6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF WARRANTS13DESCRIPTION OF UNITS14INCOME TAX CONSIDERATIONS14PLAN OF DISTRIBUTION15WHERE YOU