Mainz Biomed NV美股招股说明书(2025-12-29版)

Up to $2,152,823Ordinary Shares This prospectus supplement amends and supplements the information in the accompanying base prospectus that formed part of ourregistration statement on Form F-3, File No. 333-291979 (the “Registration Statement”) filed with the U.S. Securities and Exchange 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 €0.01 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 $2,152,823from time to Our ordinary shares are listed on the Nasdaq Capital Market under the trading symbol “MYNZ.” On December 22, 2025, the lastreported sale price of our ordinary shares was $1.12 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 normal 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 Sales As of the date of this prospectus supplement, our public float pursuant to General Instruction I.B.5 of Form F-3 is approximately $13.6million, which was calculated based on 9,048,485ordinary shares outstanding and held by non-affiliates at the date of this prospectussupplement at a price of $1.50 per share, the closing price of our ordinary shares as reported on the Nasdaq Capital Market (“Nasdaq”)on October 30, 2025, the highest closing price of our ordinary shares on Nasdaq within 60 days of the date of this prospectussupplement. During the 12 calendar months prior to and including the date of this prospectus supplement, we sold securities with anaggregate market value of approximately $2,371,419 pursuant to a shelf registration statement on Form F-3. Pursuant to Instruction 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 elect 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 matters Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Sole Sales Agent Maxim Group LLC The date of this prospectus supplement is December 29, 2025. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission, or the SEC,using a “shelf” registration process for the offer of our ordinary shares having an aggregate offering price of up to $150,000,000. As ofthe date hereof, we have offered or sold any securities pursuant to that registration statemen. Under this prospectus, we may offer our Before buying any of the ordinary shares that we are offering, we urge you to carefully read this prospectus and all of the informationincorporated by reference herein and therein, as well as the additional information described under the sections titled “Where You Can We provide information to you about this offering of our ordinary shares in this prospectus, which describes the specific detailsregarding this offering. If information in this prospectus is inconsistent with the documents incorporated by reference in thisprospectus filed prior to the date of this prospectus, you should rely on this prospectus. However, if any statement in one of thesedocuments is inconsistent with a statement in another document having a later date—for example, a document incorporated by You should rely only on the information contained in, or incorporated by reference into, this prospectus or in any free writingprospectus prepared by us or on our behalf. We have not, and the Sales Agent has not, authorized any other person to provide you withdifferent information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and theSales Agent is not, making an offer to sell these securities in any jurisdiction w