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Shareholders’ Equity
 12 Months Ended
Dec. 31, 2025
Shareolders’ Equity [Line Items]  
SHAREHOLDERS' EQUITY

NOTE 13 – SHAREOLDERS’ EQUITY

 

Authorized shares

 

As of December 31, 2025, the Company’s authorized shares consists of 11,250,000 ordinary shares with a par value of €0.01 per share and 1,250,000 preferred shares with a par value of €0.01 per share. The preferred shares are divided into five series, each consisting of 250,000 preferred shares. Currently there are no preferred shares outstanding.

 

Preferred shares

 

The Company designates the preferred shares with a par value of €0.01 each as follows:

 

●a Series A consisting of 250,000 preferred shares;

 

●a Series B consisting of 250,000 preferred shares;

 

●a Series C consisting of 250,000 preferred shares;

 

●a Series D consisting of 250,000 preferred shares; and

 

●a Series E consisting of 250,000 preferred shares

 

Ordinary shares

 

On December 3, 2024, the Company implemented a 1-for-40 reverse stock split of its issued and outstanding shares. The reverse stock split was authorized by the Board of Directors of the Company, pursuant to shareholder approval granted at its Extraordinary Shareholders Meeting, on November 20, 2024. All share and per share information in these financial statements retroactively reflect this reverse stock split. The Company amended the par value of the Company’s share capital to € 0.01 per share in November 2025.

 

Holders of ordinary shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company.

 

December 2024 Financing

 

On December 12, 2024, the Company and an institutional investor (the “Purchaser”) entered into a securities purchase agreement (the “SPA”), pursuant to which the Company sold to the Purchaser 1,367,521 units, with each ordinary unit consisting of one ordinary share (or prefunded warrant in lieu of), one class A warrant to purchase one ordinary share (the “Class A Warrant”), and one class B warrant to purchase one ordinary share (the “Class B Warrant”). Each unit was sold at an offering price of $5.85 per unit, with the prefunded warrants being purchased at the offering price of $5.85 per unit less the nominal remaining exercise price of $0.001. The Offering resulted in gross proceeds to the Company of approximately $8,000,000 before deducting placement agent fees and other estimated offering expenses (the “Offering”) of approximately $800,000, which is the net proceeds of approximately $7.2 million. The Offering closed on December 16, 2024.

 

May 2025 Financing

 

On May 19, 2025, the Company entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “Purchaser”), pursuant to which the Company sold to the Purchaser (i) 375,000 ordinary units, with each ordinary unit consisting of one ordinary share, one class A warrant to purchase one ordinary share (the “Class A Warrant”), and one class B warrant to purchase one ordinary share (the “Class B Warrant”), and (ii) 1,625,000 pre-funded units with each pre-funded unit consisting of one pre-funded warrant to purchase one ordinary share, one Class A Warrant, and one Class B Warrant “Offering”). Each ordinary unit was sold at an offering price of $2.00 per unit, and each pre-funded unit sold at an offering price of $2.00 per unit less the nominal remaining exercise price of $0.001. The Offering resulted in gross proceeds of approximately $4 million before deducting placement agent fees and other estimated offering expenses (the “Offering”) of approximately $464,000, which is the net proceeds of approximately $3.5 million. The Offering was closed on May 21, 2025.

August 2025 Financing

 

On August 4, 2025, the Company entered into a securities purchase agreement with an institutional investor (the “Purchaser”) pursuant to which the Company sold to the Purchaser 2,222,222 pre-funded units with each pre-funded unit consisting of one pre-funded warrant to purchase one ordinary share and one and one-half ordinary A Warrants (the “Offering”). Each pre-funded unit was sold at an offering price of $1.35 less the nominal remaining exercise price of $0.001. The Offering resulted in gross proceeds to us of approximately $3,000,000 before deducting placement agent fees and other estimated offering expenses of approximately $420,000, which is the net proceeds of approximately $2.6 million. The offering closed on August 5, 2025.

 

Equity Distribution Agreement

 

On October 3, 2025, the Company entered into an Equity Distribution Agreement (the “Sales Agreement”) with Maxim Group LLC (the “Sales Agent”), pursuant to which the Company may elect to sell, from time to time through the Sales Agent, the Company’s ordinary shares, having an aggregate offering amount of up to $10,000,000 (collectively, the “Offered Shares”). The Sales Agent of the program was entitled to commissions at a rate of 3.0% of the gross sales price per share of common stock sold.

 

During the year ended December 31, 2025, the Company issued ordinary shares as follows:

 

●4,913,222 ordinary shares for exercise of pre-funded warrants issued in December 2024 and May and August 2025, valued at $4,913

 

●1,545,733 ordinary shares for net proceeds of $2.1 million pursuant to Sales Agreement, net of commission and financing fees of approximately $130,000.

 

●626,834 ordinary shares to non-employees for advisory and consulting services valued at $1,202,954

 

During the year ended December 31, 2024, the Company issued ordinary shares as follows:

 

●584,976 ordinary shares issued for cash of $6,590,787 pursuant to the Company’s advance notices under the Pre-Paid Advance agreement

 

●807,388 ordinary shares for conversion of debt of $9,651,393

 

●96,400 ordinary shares to non-employees for service of $986,920

 

Carve out plan

 

On February 22, 2024, the Company’s Compensation Committee approved the carve-out plan (the “COP”) of Mainz Biomed USA, Inc. (“Mainz USA”) and the Board of Directors of Mainz USA approved the COP. The purpose of the COP is to promote the interests of Mainz USA by providing a payment opportunity to individuals providing services to Mainz USA upon the consummation of a corporate transaction or series of transactions resulting in a change of control of Mainz USA or the Company’s Company (a “Change of Control” and the completion of a Change of Control, the “Closing”).

 

Payment under the COP is based principally upon the carve-out pool amount which is equal to 13% of the aggregate pre-tax consideration (cash and fair market value of any securities or other consideration) payable in connection with a Change of Control that would be legally available for payment or distribution to Mainz USA, the Company’s Company or their respective shareholders in connection with a Change of Control (the “Consideration”). The COP provides for a carve-out pool equal to 13% of the Consideration less the aggregate severance payments contractually owed to all COP participants who have been informed on or before the Closing that their employment with Mainz USA will terminate on or within three months after the Closing. The carve-out pool will be allocated and paid to participants in the COP based on the product of the participant’s applicable carve-out percentage as defined in the COP.

Under the COP, participants may receive transaction carve-out equal to the carve-out pool amount multiplied by each participant’s carve-out percentage specified in such participant’s participation acknowledgment less that participant’s equity offset, as defined under the COP. Subject to the terms of the COP, payments under the COP will generally be paid in the same form (or forms) as the consideration received by shareholder of the Company’s Company in respect of their Company equity securities due to the change of control. The Compensation Committee had allocated 100% of the COP. The COP expired on December 31, 2025.

 

Stock options

 

In 2021, the Company’s shareholders adopted the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”). Under the 2021 Plan, the Company are authorized to issue equity incentives in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units, share appreciation rights, performance units or performance shares under separate award agreements. Under the 2021 Plan, the aggregate number of shares underlying awards that the Company could issue cannot exceed 2,300,000 ordinary shares.

 

In 2022, the Company’s shareholders adopted the Company’s 2022 Omnibus Incentive Plan (the (“2022 Plan”). Under the 2022 Plan, the Company are authorized to issue equity incentives in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units, share appreciation rights, performance units or performance shares under separate award agreements. Under the 2022 Plan, the aggregate number of shares underlying awards that the Company could issue cannot exceed 500,000 ordinary shares. In 2023, the Company amended the 2022 Plan to increase the aggregate number of shares underlying awards that the Company could issue to 875,000 ordinary shares.

 

During the year ended December 31, 2025, the Company granted 407,500 stock options under the 2021 Plan, valued at $1,704,935, which represent the aggregate grant-date fair value of awards granted in the year. Stock options with time-based vesting were valued using the Black-Scholes pricing model. 407,500 options shall vest 50% at grant date and then 25% at one year anniversary and 25% at second anniversary subject to future service.

 

During the year ended December 31, 2024, the Company granted 3,000 stock options valued at $45,289. Stock options with time-based vesting were valued using the Black-Scholes pricing model. 1,500 options shall vest after one year from grant date and 1,500 options shall vest after the six months from grant date.

 

During the years ended December 31, 2025 and 2024, the Company recorded stock option expense of $1,472,279 and stock option expense recapture from forfeitures of $63,117, respectively, and unamortized expense of $465,687 as of December 31, 2025.

 

For the years ended December 31, 2025 and 2024, stock-option fair values were estimated using the Black-Scholes option-pricing model, with the following assumptions:

 

   December 31,   December 31, 
   2025   2024 
Exercise price  $4.95   $12.0 - 24.8 
Expected term   5.00 - 6.00 years    5.25 years 
Expected average volatility   118%   106% - 113%
Expected dividend yield   
-
    
-
 
Risk-free interest rate   4.01%   3.8% - 4.22%

A summary of activity during the year ended December 31, 2025, and 2024 as follows:

 

   Stock options   Weighted-Average   Weighted-Average 
   Outstanding   Exercise Price   Life (years) 
Balance as of December 31, 2023   68,356   $275.60    8.44 
Grants   3,000    18.40    10.00 
Forfeited   (9,231)   355.18    - 
Cancelled   (7,770)   387.42    - 
Balance as of December 31, 2024   54,355   $233.94    7.36 
Grants   407,500    4.95    10.00 
Forfeited   (5,957)   93.90    - 
Cancelled   (6,418)   104.69    - 
Balance as of December 31, 2025   449,480   $29.50    8.86 
                
Exercisable as of December 31, 2025   245,894   $45.41    8.63 
Expected to vest   203,586   $10.27    3.14 

 

Warrants

 

During the year ended December 31, 2021, in conjunction with private sales units, which included ordinary shares and warrants, the Company issued 93,876 warrants and issued 3,500 underwriter warrants with its IPO, cumulatively valued at $754,286, which was recorded to Reserve in the Consolidated Statement of Financial Position. Unexercised warrants were to expire in November 2023. On September 8, 2023, the Board of Directors approved an amendment to the outstanding warrant agreements, which all remaining warrant holders accepted. The amendment extended the remaining life of the warrants to November 9, 2024 and removed the option for cashless exercise. No other terms were changed. The Company analyzed the extension and determined that there was no modification to be recognized.

 

On December 12, 2024, the Company issued 1,367,521 A Warrants and 1,367,521 B Warrants, as a part of the Unit offering. The Warrants were exercisable immediately on the date of issuance until, the earlier of twelve months or 30 days after public release of the top-line results from the Early Detect 2 study for the B Warrants, and the fifth anniversary of the issuance date for the A Warrants, both at an exercise price of $2.00 per share.  The Company recognized the value of A Warrant of $2,735,166 and B Warrants of $2,221,292 as direct incremental costs of the offering and recorded as a reduction of additional paid in capital.

 

On May 21, 2025, the Company issued 2,000,000 A Warrants and 2,000,000 B Warrants, as a part of the Unit offering, respectively. The Warrants were exercisable immediately on the date of issuance until, the earlier of twelve months or 30 days after public release of the top-line results from the Early Detect 2 study for the B Warrants, and the fifth anniversary of the issuance date for the A Warrants, both at an exercise price of $2.00 per share.  The Company recognized the value of A Warrant of $1,394,625 and B Warrants of $934,024 as direct incremental costs of the offering and recorded as a reduction of additional paid in capital.

 

On August 5, 2025, the Company issued 3,333,333 A Warrants, as a part of the Unit offering. The Warrants were exercisable immediately on the date of issuance until, the earlier of twelve months or 30 days after public release of the top-line results from the Early Detect 2 study for the 2 Warrants, at an exercise price of $1.35 per share.  The Company recognized the value of A Warrant of $1,667,128 as direct incremental costs of the offering and recorded as a reduction of additional paid in capital.

A summary of activity regarding warrants excluding pre-funded warrants issued as follows:

 

   Warrant   Weighted-Average   Weighted-Average 
   Outstanding   Exercise Price   Life (years) 
Balance as of December 31, 2023   164,411   $74.40    3.39 
Grants   2,735,042    2.00    3.00 
Exercised   
-
    
-
    - 
Expired   (60,245)   120.00    - 
Balance as of December 31, 2024   2,839,208   $3.69    2.99 
Grants   7,333,333    1.70    2.82 
Exercised   
-
    
-
    - 
Expired   (1,367,521)   2.00    - 
Balance as of December 31, 2025   8,805,020   $2.30    2.57 

 

For the years ended December 31, 2025 and 2024, warrants fair values were estimated using the Black-Scholes option-pricing model, with the following assumptions:

 

   December 31,   December 31, 
   2025   2024 
Exercise price  $1.35 - 2.00   $2.00 
Expected term   1.00 – 5.00    1.00 – 5.00 years 
Expected average volatility   117% - 147%   114% - 126%
Expected dividend yield   
-
    
-
 
Risk-free interest rate   3.62% - 4.43%   4.24% - 4.25%