The Reporting Person purchased 5,000,000 Preferred Shares (as defined in Item 6 below), which are convertible into an aggregate of 477,000,000 of the Issuer's Ordinary Shares (the "Shares"), with personal funds pursuant to a Securities Purchase Agreement, dated as of February 13, 2026, by and between the Issuer and the Reporting Person (the "SPA") for an aggregate purchase price of $6,000,000. The terms of the SPA and the transaction are described further in Item 6.

On February 13, 2026, the Issuer entered into the SPA with the Reporting Person, pursuant to which the Reporting Person agreed to acquire from the Issuer (i) simultaneous to entering into the SPA (the "First Closing"), 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") for an aggregate purchase price of $3,000,000, and (ii) shortly following the receipt of Stockholder Approval (as defined in the SPA) (the "Second Closing"), 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") for an aggregate purchase price of $3,000,000. The First Closing occurred on February 13, 2026, and the Second Closing occurred promptly after the Meeting on April 22, 2026 at which the Issuer obtained Stockholder Approval. Each Series A, Series B, and Series C Preferred Share is convertible into 9 Ordinary Shares, and each Series D and Series E Preferred Share is convertible into 225 Ordinary Shares. Following the receipt of Stockholder Approval at the Meeting, all Preferred Shares are now fully convertible at the option of the holder for no further consideration. Under the applicable Nasdaq Stock Market ("Nasdaq") rules and the SPA, prior to Stockholder Approval, the First Closing Shares were not convertible into Ordinary Shares at the time of the SPA. At the Meeting on April 22, 2026, the Issuer's shareholders approved (a) an increase in the Issuer's authorized ordinary shares to 900,000,000, (b) the conversion of all Preferred Shares into Ordinary Shares in compliance with the rules and regulations of Nasdaq, (c) a reverse stock split, (d) the appointment of the Reporting Person as an executive director and Chief Executive Officer, and (e) certain other matters required under the SPA. The SPA contains customary representations, warranties and agreements of the Issuer and the Reporting Person, limitations, and conditions regarding sales of the Ordinary Shares, indemnification rights and other obligations of the parties. The SPA also contains certain covenants that the Issuer was obligated to comply with, including holding a shareholders' meeting for purposes of obtaining Stockholder Approval, which was obtained at the April 22, 2026 Meeting. Pursuant to the SPA, immediately prior to the execution of the SPA, the Reporting Person was appointed as a temporary non-executive director and Chair of the Board of Directors of the Issuer. However, at the April 22, 2026 Meeting, the Issuer's shareholders approved the appointment of the Reporting Person as an executive director and Chief Executive Officer. In addition, certain of the Reporting Person's designees were voted onto the Board of Directors by the Issuer's shareholders. At the Meeting, the Issuer obtained Stockholder Approval for all proposals set forth in the Issuer's Definitive Proxy Statement, including the conversion of all Preferred Shares into Ordinary Shares. As a result, all ownership limitations on conversion of the Preferred Shares were removed. Following the Meeting, the Second Closing occurred, at which time the Reporting Person acquired 1,000,000 Series D Preferred Shares and 1,000,000 Series E Preferred Shares for an aggregate purchase price of $3,000,000. Following the Meeting and the Second Closing, all 5,000,000 Preferred Shares held by the Reporting Person are now fully convertible into an aggregate of 477,000,000 Ordinary Shares at the option of the Reporting Person. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the SPA, which is filed as an exhibit to this Schedule 13D, and is incorporated by reference herein.

99.1 Securities Purchase Agreement, dated as of February 13, 2026, by and between the Issuer and David Lazar (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Mainz Biomed N.V. on February 17, 2026). https://www.sec.gov/Archives/edgar/data/1874252/000121390026016890/ea027724601ex10-1_mainz.htm