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SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Lazar David E. (Last) (First) (Middle) 44, TOWER 100, THE TOWERS WINSTON CHURCHILL, PAITILLA (Street) PANAMA CITY R1 07196 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MAINZ BIOMED N.V. [ MYNZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/13/2026
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares								0(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Shares(2)(3)	(4)	02/13/2026		A		1,000,000		(3)	(5)	Ordinary Shares	0(3)	(2)	1,000,000	D
Series B Preferred Shares(2)(3)	(4)	02/13/2026		A		1,000,000		(3)	(5)	Ordinary Shares	0(3)	(2)	1,000,000	D
Series C Preferred Shares(2)(3)	(4)	02/13/2026		A		1,000,000		(3)	(5)	Ordinary Shares	0(3)	(2)	1,000,000	D

Explanation of Responses:

1. No ordinary shares are beneficially owned.

2. On February 13, 2026 David E. Lazar (the "Reporting Person") and Mainz Biomed N.V. (the "Company") entered into a securies purchase agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired 1,000,000 Series A Preferred Shares, 1,000,000 Series B Preferred Shares, and 1,000,000 Series C Preferred Shares (collectively, the "First Closing Shares"), at a price of $1.00 per share, for a total purchase price of $3,000,000. Pursuant to the Purchase Agreement, the Reporting Person will also acquire, at a subsequent closing promptly following effectiveness of the Stockholder Approval (as defined below), 1,000,000 Series D Preferred Shares and 1,000,000 Series E Preferred Shares (collectively, the "Second Closing Shares" and, together with the First Closing Shares, the "Preferred Shares"), at a price of $1.50 per share, for an additional purchase price of $3,000,000.

3. The First Closing Shares are not convertible into ordinary shares until Stockholder Approval is obtained. Following Stockholder Approval, each of the First Closing Shares will be convertible into 9 ordinary shares and each of the Second Closing Shares will be convertible into 225 ordinary shares, subject to certain ownership limitations. No Preferred Shares will be convertible until the Company's stockholders approve (a) an increase in the Company's authorized ordinary shares to at least 900,000,000, (b) the conversion of all Preferred Shares into ordinary shares in compliance with the rules and regulations of the Nasdaq Capital Market, (c) a reverse stock split, and (d) the election of the Reporting Person and his designees to the Company's Board of Directors (collectively, the "Stockholder Approval").

4. Following receipt by the Company of the Stockholder Approval, the Preferred Stock will be convertible into ordinary shares at the option of the Reporting Person for no additional consideration.

5. Each class of Preferred Stock is perpetual and therefore has no expiration date.

	/s/ David E. Lazar	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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