MAINZ BIOMED N.V. (Form: 6-K, Received: 11/04/2022 16:32:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2022

Commission File No. 001-41010

MAINZ BIOMED N.V.

(Translation of registrant’s name into English)

Robert Koch Strasse 50
55129 Mainz
Germany

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐

Other Events

On November 3, 2022, Mainz Biomed N.V. (the “Company”) announced that it will hold an extraordinary general meeting of its shareholders in Amsterdam, the Netherlands, on December 14, 2022. In connection with the extraordinary general meeting, the Company will mail certain items to its shareholders using a record date of November 16, 2022. Copies of certain of these documents are attached as exhibits hereto.

Exhibit No.		Exhibit

99.1		Announcement of Notice of Extraordinary General Meeting
99.2		Notice of Extraordinary General Meeting
99.3		Agenda of the Extraordinary General Meeting
99.4		Voting Proxy

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 4, 2022	By:	/s/ William J. Caragol
	Name:	William J. Caragol
	Title:	Chief Financial Officer

Exhibit 99.1

ANNOUNCEMENT extraordinary general meeting mainz biomed n.v.

3 November 2022. Mainz Biomed N.V. announces that an extraordinary general meeting will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 14 December 2022 at 15.00 hours CET. The notice of meeting, agenda for the meeting and related documents and further information regarding the meeting have been made available on the Company’s website at https://www.mainzbiomed.com/investors.

Exhibit 99.2

NOTICE OF extraordinary GENERAL MEETING OF

mainz biomed N.V.

Notice is given that the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), will be held at the offices of CMS Netherlands, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 14 December 2022 at 15.00 hours CET (the “EGM”).

Agenda

The agenda for the EGM and related documents and further information regarding the EGM can be found on the Company’s website at https://www.mainzbiomed.com/investors. They are also available for inspection and can be obtained free of charge at the offices of the Company.

COVID-19 pandemic

Taking into account the current status of the pandemic the abolishment of related restrictive measures in the Netherlands, the Company decided to hold the EGM in physical form in the Netherlands with the following organisational measures:

-	The Company encourages shareholders and other persons with meeting rights, including proxy holders, not to attend the EGM but to exercise their voting rights by written or electronic proxy in accordance with the procedure described below.

Shareholders and other persons with meeting rights, including proxy holders, who wish to attend the meeting in person must in addition to the below registration process, provide a valid e-mail address and telephone number to the Company by e-mail to ir@mainzbiomed.com. These contact details will be used to inform the registered attendees of any last-minute changes or requirements.

-	Persons showing symptoms of COVID-19 are strongly advised to stay home and will not be admitted in the meeting.

-	On behalf of the Company, only one director will physically attend.

The Company keeps continuous track of the developments with respect to the COVID-19 pandemic, including information and guidance published by healthcare authorities. If, in the opinion of the Company or by governmental directive, a health or safety issue would arise in relation to the meeting, last-minute changes to logistics or venue including additional requirements or limitations in relation to the attendance in person, may be taken. The Company will inform persons with meeting rights of any such changes. You are advised to regularly check the Company’s website for any updated information on the EGM.

Record date

The Record Date for the EGM is 16 November 2022, which is the 28^th day prior to the date of the EGM. Each share outstanding on the Record Date entitles the holder to one vote on each voting item at the EGM.

Shareholders of Record and Beneficial Owners

Shareholders of Record are those who are shareholders of the Company, or otherwise have voting rights or meeting rights in respect of shares in the Company’s share capital, at the Record Date and who are recorded as such in the Company’s register of shareholders.

Beneficial Owners are those who beneficially own shares in the Company’s share capital through a bank, broker or other nominee on the Record Date.

Attendance

A Shareholder of Record who wishes to attend the EGM, in person or by a proxy, must notify the Company of its intention to do so by e mail at ir@mainzbiomed.com no later than 18.00 hours CET on 6 December 2022. The notice must contain the name and the number of shares the Shareholder of Record will represent at the EGM. In addition, a Shareholder of Record who wishes to attend the EGM by a proxy must enclose its signed proxy. A proxy can be downloaded from the Company’s website at https://www.mainzbiomed.com/investors.

A Beneficial Owner who wishes to attend the EGM in person must notify the Company of its intention to do so by e-mail at ir@mainzbiomed.com no later than 18.00 hours CET on 6 December 2022. The notice must contain the name and the number of shares the Beneficial Owner will represent at the EGM. In addition, the Beneficial Owner must enclose:

(a)	proof of its beneficial ownership of the relevant shares, for instance a recent account statement;

(b)

a signed proxy from the bank, broker or other nominee registered in the Company’s register of shareholders as the holder of the relevant shares on the Record Date confirming that the Beneficial Owner is authorised to attend the EGM. Beneficial Owners should contact their bank, broker or other nominee to obtain this proxy from them; and

(c)	if the Beneficial Owner wishes to attend the EGM by a proxy, a signed proxy. A proxy can be downloaded from the Company’s website at https://www.mainzbiomed.com/investors.

Any notice of attendance, proof of beneficial ownership or signed proxy received after 18.00 hours CET on 6 December 2022 will be disregarded. Shareholders of Record, Beneficial Owners and proxyholders who have not complied with the procedures described above may be refused entry to the EGM.

All attendees must be prepared to show a valid proof of identity for admittance.

How to vote

Shareholders of Record may vote in person or by proxy at the EGM in accordance with the procedures described above.

Beneficial Owners may vote in person or by proxy at the EGM in accordance with the procedures described above or have their shares voted by following the procedures specified on their broker’s voting instruction form. Shortly before the EGM, the brokers will tabulate the votes they have received and submit one or more proxy cards to the Company reflecting the aggregate votes of the Beneficial Owners.

Contact details

For further information please contact the Company’s Investor Relations Department by e-mail at ir@mainzbiomed.com.

Exhibit 99.3

AGENDA of the extraordinary GENERAL MEETING OF mainz biomed N.V.

Agenda of the extraordinary general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 14 December 2022 at 15.00 hours CET (the “EGM”).

1.	Opening
2.	Appointment of Dr. Heiner Dreismann as non-executive director and Chairman of the Board of the Company	Voting item
3.	Appointment of Mr. Gregory Tibbitts as non-executive director of the Company	Voting item
4.	Amendment of the articles of association of the Company and authorisation of CMS to have the deed of amendment of articles of association executed	Voting item
5.	Other matters for discussion
6.	Close

EXPLANATORY NOTES TO THE AGENDA of the extraordinary GENERAL MEETING OF mainz biomed N.V.

Opening

Appointment of Dr. Heiner Dreismann as non-executive director of the Company

It is proposed to appoint Dr. Heiner Dreismann as non-executive director and Chairman of the Board of the Company for a term as per the end of the extraordinary general meeting held on 14 Dcember 2022 and expiring by the end of the annual general meeting of the Company to be held in the year 2023.

Dr. Dreismann was born on July 2, 1953. His citizenship is German and U.S.A. He earned a master of science degree in biology and his doctor of philosophy degree in microbiology/molecular biology (summa cum laude) from Westfaelische Wilhelms University in Muenster, Germany. With over 35 years of experience in the life sciences and health care industries, Dr. Dreismann is considered a pioneer in the early adoption of polymerase chain reaction (PCR), one of the most revolutionary techniques in molecular biology and genetics research. At Roche Diagnostics, he held several leadership positions, beginning with his role in 1991 as the head of the PCR Business Unit for Europe and the head of the strategic planning for PCR diagnostics. From 2000 to 2006, he was President and CEO of Roche Molecular Systems in Pleasanton, California. Dr. Dreismann held senior positions at Roche, including Head of Global Business Development, Roche Diagnostics and Member of Roche’s Global Diagnostic Executive Committee. He serves on Mainz Biomed’s Strategic Advisory Board and also serves on the boards of several public and private biotech and diagnostic companies in the United States, Europe, and Israel. Dr. Dreismann does not currently hold ordinary shares of the Company.

When making the nomination of Dr. Dreismann for appointment as non-executive director, the Board took into account the applicable independence standards of the Stock Market Rules of the Nasdaq Stock Market LLC. Dr. Dreismann is considered independent under Rule 5605(a)(2) under the Stock Market Rules of the Nasdaq Stock Market.

Appointment of Mr. Gregory Tibbitts as non-executive director of the Company

It is proposed to appoint Mr. Gregory Tibbitts as non-executive director of the Company for a term as per the end of the extraordinary general meeting held on 14 Dcember 2022 and expiring by the end of the annual general meeting of the Company to be held in the year 2023.

Mr. Tibitts was born on April 1, 1967. His citizenship is U.S.A. Mr. Gregory Tibbitts is a Certified Public Accountant with over 30 years of professional experience as a senior financial executive and as a board member of publicly traded and privately held companies. His expertise includes multiple debt and equity transactions, restructure of complex manufacturing operations, resolution of technical accounting issues and direct interactions with the United States Securities and Exchange Commission. He worked as a Chief Financial Officer for both public and private companies, primarily in the medical diagnostics and life sciences sectors. He currently serves as a board member for CoImmune Inc, a biotechnology company and served as a board member for IDMI Pharma, Inc., a NASDAQ listed biotech company prior to its acquisition. He obtained a B.B.A. at University of San Diego and an M.B.A. at San Diego State University. Mr. Tibbitts does not currently hold ordinary shares of the Company.

When making the nomination of Mr. Tibbitts for appointment as non-executive director, the Board took into account the applicable independence standards of the Stock Market Rules of the Nasdaq Stock Market LLC. Mr. Tibbitts is considered independent under Rule 5605(a)(2) under the Stock Market Rules of the Nasdaq Stock Market.

Amendment of the articles of association of the Company

It is proposed to amend the articles of association of the Company in accordance with the draft of the deed of amendment of articles of association prepared by CMS and to authorise each civil law notary, assigned civil law notary, candidate civil law notary, notarial assistant and notarial secretary working with CMS to have the deed of amendment of articles of association executed and to perform all other legal acts which the authorised person deems necessary in connection therewith.

Other matters for discussion

Close

Exhibit 99.4

VOTING PROXY

THE UNDERSIGNED

Name	:

Address	:

Postal code and city	:

Country	:

Acting on behalf of:

Only to be completed if relevant.

Name	:

Legal form	:

Country of incorporation	:

Address	:

Postal code and city	:

Country	:

(the “Principal”).

GRANTS POWER OF ATTORNEY to

Please check the applicable box.

☐	Mr. M. Eidens, executive director of the Company.

☐	each civil law notary and candidate civil law notary working with CMS Derks Star Busmann N.V.

☐	__________________________________________________

Possibility to include the name of an authorised person of your own choice.

for the performance in the Principal’s name, in its capacity as shareholder of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the “Company”), of the following legal acts:

(a)	representing the Principal at the extraordinary general meeting of the Company to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on 14 December 2022 at 15.00 hours CET (the “EGM”);

(b)	attending and addressing the EGM;

(c)	exercising at the EGM the voting rights attached to the shares in the share capital of Company held by the Principal on 16 November 2022, being the record date for the EGM, and voting in favour of all proposals included in the agenda for the EGM, unless indicated otherwise below:

No.	Agenda item

2.	Appointment of Dr. Heiner Dreismann as non-executive director and chairman of the board of the Company
	For:	☐	Number of shares:
	Against:	☐	Number of shares:
	Abstain:	☐	Number of shares:

3.	Appointment of Mr. Gregory Tibbitts as non-executive director of the Company
	For:	☐	Number of shares:
	Against:	☐	Number of shares:
	Abstain:	☐	Number of shares:

5.	Amendment of the articles of association of the Company and authorisation of CMS to have the deed of amendment of articles of association executed
	For:	☐	Number of shares:
	Against:	☐	Number of shares:
	Abstain:	☐	Number of shares:

ON THE FOLLOWING TERMS

The Principal shall indemnify each Authorised Person against any claim made by any third party in connection with this power of attorney or as a result of any act or omission by an Authorised Person pursuant to or in connection with this power of attorney, unless the claim is the result of the intentional or deliberately reckless conduct of the Authorised Person. The indemnity shall also relate to any damages, losses, costs and expenses suffered, incurred or paid by the Authorised Person in connection with such claim.

2.	This power of attorney shall be exclusively governed by and construed in accordance with Dutch law.

(Signature page follows)

(Signature page to power of attorney)

SIGNED BY


Name:
Date:

Please send a pdf of a completed and signed copy of this power of attorney by e-mail to ir@mainzbiomed.com no later than 18.00 hours CET on 6 December 2022.