MAINZ BIOMED N.V.

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

MAINZ BIOMED N.V.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

**Mainz Biomed N.V.

Robert Koch Strasse 50

55129 Mainz

Germany

Telephone: 0049 6131 5542860

March 25, 2026

Dear Shareholder:

We are pleased to invite you to attend an extraordinary meeting of shareholders of Mainz Biomed N.V. (the “Shareholders’ Meeting”). The Shareholders’ Meeting will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on Wednesday, April 22, 2026 at 14:00 hours Central European Time.

Shareholders will only be able to attend the Shareholders’ Meeting in person. Please see “Questions and Answers About the Meeting and Voting—How Do I Vote At The Shareholders’ Meeting?” in the proxy statement (the “Proxy Statement”) accompanying this letter for information on how to attend, submit questions and vote at the Shareholders’ Meeting

We are making available to you the accompanying Notice of Shareholders’ Meeting (“Notice”), Proxy Statement and form of proxy card or voting instruction form on or about March 25, 2026. We have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. Our proxy material are also electronically available on our website atwww.mainzbiomed.com. Additional details regarding admission to, and the business to be conducted at, the Shareholders’ Meeting are described in the accompanying Notice and Proxy Statement.

Only shareholders of record at the close of business on March 25, 2026 are entitled to notice of, and to vote at, the Shareholders’ Meeting.

Your vote is important. Regardless of whether you plan to attend the Shareholders’ Meeting, we hope that you will vote as soon as possible. You may vote using this proxy card mailing in the proxy card. Any proxy cards solicited through Broadridge Financial Solutions, Inc., the Company’s proxy solicitor will contain instructions and deadlines specified on such proxy card. Please review the instructions on the enclosed proxy card or voting instruction form regarding each of these voting options. Voting will ensure your representation at the Shareholders’ Meeting regardless of whether you attend the Shareholders’ Meeting.

Thank you for your on-going support of Mainz Biomed N.V.

Sincerely,

/s/ Robert Liscouski

Robert Liscouski

**MAINZ BIOMED N.V.

ROBERT KOCH STRASSE 50

55129 MAINZ

GERMANY

**NOTICE OF SHAREHOLDERS’ MEETING

ON

Wednesday, April 22, 2026 AT 14:00 HOURS CENTRAL EURPOEAN TIME

ITEMS OF BUSINESS:

An extraordinary meeting of shareholders (the “Shareholders’ Meeting”) of Mainz Biomed N.V. (“We”, “Us”, “Mainz Biomed” or the “Company”) will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands on Wednesday, April 22, 2026 at 14:00 hours Central European Time for the following purposes:

These items of business are more fully described in the proxy statement (“Proxy Statement”) accompanying this Notice of Shareholders’ Meeting of Shareholders (“Notice”). We are not aware of any other business to come before the Shareholders’ Meeting.

After careful consideration, the Board has determined that each proposal listed above is in the best interests of the Company and its shareholders and has approved each proposal.The Board recommends a vote “FOR” the Auditor Ratification Proposal (Proposal 1), “FOR” the Nasdaq Compliance Proposal (Proposal 2), “FOR” the Additional Amendment Proposal (Proposal 3), “FOR” the Reverse Split Amendment Proposal (Proposal 4), “FOR” each of the Director Appointment Proposals (Proposal 5 through Proposal 8), “FOR” the Incentive Plan Amendment Proposal (Proposal 9), “FOR” the Remuneration Policy Proposal (Proposal 10) and “FOR” the Board Resolution Approval Proposal (Proposal 11).

All shareholders are invited to attend the Shareholders’ Meeting in person and no shareholder will be able to attend the Shareholders’ Meeting virtually. Please see “Questions and Answers About the Meeting and Voting—How Do I Vote At The Shareholders’ Meeting?” in the Proxy Statement accompanying this Notice for information on how to attend, submit questions and vote at the Shareholders’ Meeting.

WHO CAN VOTE?

You can vote at the Shareholders’ Meeting if you were a shareholder of record as of the close of business on March 25, 2026 (the “Record Date”). Only shareholders of record on the Record Date are entitled to receive this Notice and to vote at the Shareholders’ Meeting or at any postponement(s) or, continuations(s) or adjournment(s) of the Shareholders’ Meeting.

REVIEW THE PROXY MATERIALS ON OUR WEBSITE

You may also read this Notice and Proxy Statement atwww.mainzbiomed.com.

AVAILABLE DATE

This Notice, the Proxy Statement and the form of proxy are collectively first being made available to shareholders on or about Wednesday, March 25, 2026 atwww.mainzbiomed.com and are being mailed to our shareholders on or about Wednesday, March 25, 2026.

YOUR VOTE IS IMPORTANT. YOU MAY VOTE BY MAILING BACK A PROXY CARD ATTACHED HERETO. PLEASE REVIEW THE INSTRUCTIONS IN THE PROXY STATEMENT OR ON THE PROXY CARD OR VOTING INSTRUCTION FORM REGARDING EACH OF THESE VOTING OPTIONS. ANY PROXY CARDS SOLICITED THROUGH BROADRIDGE FINANCIAL SOLUTIONS, INC. (“BROADRIDGE”), THE COMPANY’S PROXY SOLICITOR WILL CONTAIN INSTRUCTIONS AND DEADLINES SPECIFIED ON SUCH PROXY CARD.

We hope you are able to attend the Shareholders’ Meeting. Whether or not you attend, it is important that your Ordinary Shares be represented and voted at the meeting. I urge you to please complete, date and return the proxy card prior to the Shareholders’ Meeting date. The vote of each shareholder is highly important. You may revoke your written proxy at any time before it is voted at the Shareholders’ Meeting by giving written notice to the Company’s Chief Financial Officer, by submitting a properly executed paper proxy bearing a later date or by attending the Shareholders’ Meeting and voting during the meeting. Any proxy cards solicited through Broadridge, the Company’s proxy solicitor will contain instructions and deadlines specified on such proxy card of r how to revoke such proxy card.

In addition to this notice of the Shareholders’ Meeting pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we are providing you with a copy of the Notice of Extraordinary General Meeting required pursuant to Dutch law as Annex G to the proxy statement included herewith.

By Order of the Board of Directors

Robert Liscouski

Important Notice Regarding the Availability of Proxy Materials for the Shareholders’ Meeting to Be Held on April 22, 2026: Pursuant to the rules of the U.S. Securities and Exchange Commission, with respect to the Shareholders’ Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail.

The Notice of the Shareholders’ Meeting and the Proxy Statement are electronically available atwww.mainzbiomed.com.

TABLE OF CONTENTS

Important Notice Regarding the Availability of Proxy Materials for the Shareholders’ Meeting of Shareholders to Be Held on April 22, 2026: Pursuant to the rules of the SEC, with respect to the Shareholders’ Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail.

The Notice of the Shareholders’ Meeting and Proxy Statement are electronically available atwww.mainzbiomed.com.

Forward-Looking Statements. The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical facts included in the Proxy Statement are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk Factors” section of the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on 20-F, filed with the SEC on March 31, 2025 and other subsequent documents that we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

On December 3, 2024, the Company implemented a 1-for-40 reverse stock split of its issued and outstanding shares. All share and per share amounts provided in this proxy statement reflect such reverse stock split.

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**MAINZ BIOMED N.V.

Mainz Biomed N.V.

Robert Koch Strasse 50

55129 Mainz

Germany

PROXY STATEMENT

For Shareholders’ Meeting to Be Held on April 22, 2026

The Board of Directors (the “Board”) of Mainz Biomed N.V., a Dutch corporation (“Mainz Biomed,” “Company,” “we,” “us” or “our”), solicits the enclosed proxy for use at an extraordinary meeting of shareholders of the Company (“Shareholders’ Meeting”) to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on Wednesday, April 22, 2026 at 14:00 hours Central European Time. This proxy statement (“Proxy Statement”) and the accompanying Notice of Shareholders’ Meeting (the “Notice”) and form of proxy are collectively first being made available to shareholders on or about March 25, 2026.

The executive offices of the Company are located at, and the mailing address of the Company is Mainz Biomed N.V.

Robert Koch Strasse 50, 55129 Mainz, Germany.

This Proxy Statement contains information about the matters to be voted on at the Shareholders’ Meeting and the voting process, as well as information about our directors and executive officers.

We have opted to provide our materials pursuant to the “full set delivery option” in connection with the Shareholders’ Meeting. Under the full set delivery option, a company delivers paper copies of all proxy materials to each shareholder. The approximate date on which the proxy materials will first be mailed to our shareholders is on or around March 25, 2026. In addition to delivering proxy materials to our shareholders, we have posted all proxy materials on a publicly accessible website. Accordingly, you should have received our proxy materials by mail. We are soliciting proxies pursuant to this Proxy Statement for use at the Shareholders’ Meeting. Our Proxy Statement and other proxy materials are electronically available at www.mainzbiomed.com.

Other Methods of Proxy Solicitation

In addition to the solicitation of proxies by the Company and our officers and employees, we have also engaged Broadridge, an independent proxy solicitation firm, to assist in the distribution of the proxy materials and the solicitation and tabulation of proxies. The cost of Broadridge’s services is estimated to be approximately $20,000, plus reasonable out-of-pocket expenses. We will pay all expenses incurred in connection with preparing the Proxy Statement and its enclosures and expenses associated with proxy solicitation.