NOTE 9 – SHAREHOLDERS’ EQUITY

Authorized Shares

In February 2026, the Company’s authorized shares increased to 45,000,000 ordinary shares with a par value of €0.01 per share and 5,000,000 preferred shares with a par value of €0.01 per share. The preferred shares are divided into five series, each consisting of 1,000,000 preferred shares.

On April 22, 2026, the Company’s authorized shares increased to 900,000,000 ordinary shares with a par value of €0.01 per share and 100,000,000 preferred shares with a par value of €0.01 per share. The preferred shares are divided into five series, each consisting of 20,000,000 preferred shares.

As of September 30, 2026, the Company’s authorized share capital consisted of 900,000,000 ordinary shares with a par value of €0.01 per share and 100,000,000 preferred shares with a par value of €0.01 per share.

Preferred Shares

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

On February 13, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mr. David Lazar that provides for the sale in a private placement of 1,000,000 shares of each of the Series A, B, C, D and E Preferred Shares (such transaction, the “Investment”). Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares are the “First Closing Shares.” Series D Preferred Shares and Series E Preferred Shares are the “Second Closing Shares.”

Simultaneously with entering into the Purchase Agreement, the First Closing Shares were issued at a price of $1.00 per share for aggregate gross proceeds of $3 million (the “First Closing”). The Purchase Agreement also provides that Mr. Lazar will purchase and acquire the Second Closing Shares at a price of $1.50 per share for aggregate gross proceeds of $3 million (the “Second Closing”), subject to the satisfaction of certain conditions to closing as provided in the Purchase Agreement. The Second Closing was completed on April 22, 2026.

In connection with the Investment, the Board appointed Mr. Lazar a temporary non-executive director and the Chair of the Board for a term ending on the date of the Company’s first general meeting held after the date of the Purchase Agreement. In connection with the Investment, the Company entered into a Settlement Agreement and General and Mutual Releases (collectively, the “Settlement Agreements”) with two former officers and three former directors of the Company. The Settlement Agreements provide that upon the Second Closing, (i) the applicable director or officer shall generally release the Company from any claims, actions, or losses that such person may have against it and (ii) the Company shall similarly release such officer or director from any claims, actions, or losses that the Company may have against such person, provided that the Company remains obligated to maintain D&O insurance coverage, or a D&O tail policy, and that the Company make a payment to such person for any and all accrued and unpaid salary, Board-approved bonus, twelve months of healthcare continuation and such person’s contractual severance payment. The aggregate payments that the Company made in connection with the Settlement Agreements to those former officers and directors were approximately $1.9 million.

On August 5, 2026, Mr. Lazar converted 1,000,000 shares each of the Series A, Series B and Series C Preferred Shares and 124,700 shares of the Series D Preferred Shares into ordinary shares. As a result of the conversions, each of the Series A, Series B and Series C Preferred Shares are no longer outstanding. The four conversions resulted in the issuance of 55,057,500 ordinary shares. After the conversion, there are 875,300 Series D Preferred Shares and 1,000,000 Series E Preferred Shares outstanding.

The Company evaluated the preferred shares under ASC 480 and ASC 815-40 and determined that they are appropriately classified in permanent equity because they are not redeemable and do not embody an unconditional obligation to deliver cash or other assets. Further, the conversion features were determined to be indexed to the Company’s own shares and to qualify for classification in shareholders’ equity.

The following table summarizes the preferred share transactions, as presented in the condensed consolidated statements of changes in shareholders’ equity:

Voting and Dividends

Holders of ordinary and preferred shares are entitled to dividends as declared from time to time and are entitled to one vote per ordinary and one vote per preferred share at general meetings of the Company. The Company has not declared any dividends as of September 30, 2026 and December 31, 2025.

Equity Distribution Agreement

On October 3, 2025, the Company entered into an Equity Distribution Agreement (the “Maxim Sales Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which the Company may elect to sell, from time to time through Maxim, the Company’s ordinary shares, having an aggregate offering amount of up to $10,000,000 (collectively, the “Offered Shares”). Maxim was entitled to commissions at a rate of 3.0% of the gross sales price per ordinary share sold. On June 7, 2026, the Company terminated the Maxim Sales Agreement.

On October 9, 2026, the Company entered into the Titan Sales Agreement with Titan for an “at the market” offering of up to $100,000,000 of its ordinary shares. See Note 15.

During the nine months ended September 30, 2026, the Company issued ordinary shares and ordinary shares to be issued as follows:

During the nine months ended September 30, 2025, the Company issued ordinary shares as follows:

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 (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 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 shareholders of the 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 is 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 is 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.

In 2025, the Company’s shareholders adopted the Company’s 2025 Omnibus Incentive Plan (the “2025 Plan”). Under the 2025 Plan, the Company is 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 2025 Plan, the aggregate number of shares that may be issued under all awards under the 2025 Plan will automatically increase on a quarterly basis on the first day of each quarter beginning on July 1, 2025 such that the aggregate number of shares that may be issued under all awards under the 2025 Plan equals 15% (fifteen percent) of the total number of ordinary shares outstanding on the last day of the immediately preceding fiscal quarter (or such lesser amount determined by the Board), assuming the conversion of any outstanding preferred shares but excluding the conversion of any convertible securities, the exercise of any warrants or shares underlying any awards. In April 2026, the number of shares authorized under the 2025 Plan was increased to 10,000,000 shares.

During the nine months ended September 30, 2026, the Company granted 1,592,520 stock options, valued at $1,700,386, under the 2025 Plan to the Board and management. The stock options were granted with exercise prices of $1.14 and $1.37 and vest over eighteen months. 

During the three and nine months ended September 30, 2026 and 2025, the Company recorded stock option expense (recapture of expense) as follows:

A summary of stock option activity during the nine months ended September 30, 2026 is as follows:

As of September 30, 2026, unrecognized compensation cost related to unvested stock options was $1,431,727, which is expected to be recognized over a weighted-average period of 1.15 years.

For the nine months ended September 30, 2026, stock-option fair values were estimated using the Black-Scholes option-pricing model, with the following assumptions:

Warrants

A summary of warrant activity, excluding pre-funded warrants, during the nine months ended September 30, 2026 is as follows: