Transaction Details

Footnotes

No ordinary shares are beneficially owned. | 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. | 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"). | 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. | Each class of Preferred Stock is perpetual and therefore has no expiration date.