Mainz Biomed (MYNZ) files for 30.77M share and warrant offering

Mainz Biomed (NASDAQ: MYNZ) has filed the following:

We are offering on a “best efforts” basis up to 30,769,231 ordinary shares of Mainz Biomed N.V. Our ordinary shares are traded on the Nasdaq Capital Market under the symbol “MYNZ.” The last reported sale price of our ordinary shares on October 30, 2024 as reported on Nasdaq, was $0.26 per share rounded to the nearest whole cent, which is the per share offering price we have assumed for purposes of this preliminary prospectus.

We are also offering to each purchaser of ordinary shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding ordinary shares immediately following the consummation of this offering the opportunity to purchase pre-funded warrants in lieu of ordinary shares. A holder of pre-funded warrants will not have the right to exercise any portion of its pre-funded warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of ordinary shares outstanding immediately after giving effect to such exercise. Each pre-funded warrant will be exercisable for one ordinary share. The purchase price of each pre-funded warrant will be equal to the price per ordinary share, minus $0.0001, and the remaining exercise price of each pre-funded warrant will equal $0.0001 per ordinary share. The pre-funded warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the pre-funded warrants are exercised in full. For each pre-funded warrant we sell (without regard to any limitation on exercise set forth therein), the number of ordinary shares we are offering will be decreased on a one-for-one basis. We do not intend to apply for any listing of the pre-funded warrants on any securities exchange or nationally recognized trading system, and we do not expect a market to develop for pre-funded warrants. We are also registering the ordinary shares issuable from time to time upon the exercise of the pre-funded warrants offered hereby. We refer to the ordinary shares and pre-funded warrants offered hereby as the offered securities.

The public offering price for the offered securities will be determined at the time of pricing and may be at a discount to the current market price at the time. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price. The final public offering price will be determined through negotiation between us, the placement agent and the investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

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