Exhibit 10.1

May 19, 2025

Holder of Warrants to Purchase Ordinary Shares issued on December 16, 2024

Re: Amendment to Existing Warrants

Dear Holder:

Reference is hereby made to the offering on Form S-1 (File No. 333-287249) on or about the date hereof (the “Offering”) by Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”) of ordinary shares, par value EUR0.01 per share (the “Ordinary Shares”), and/or other securities of the Company (collectively, the “Securities”).

This letter confirms that, in consideration for the Holder’s participation in the Offering and purchase of the Securities in the Offering (the “Purchase Commitment”), the Company hereby amends, effective as of the closing of the Offering, the Existing Warrants (as defined below), by amending the exercise price of the Existing Warrants (as defined therein) to $2.00 (the “Warrant Amendment”). The Warrant Amendment shall be effective upon the closing the Offering and the satisfaction of the other terms and conditions referenced below.

“Existing Warrants” means, collectively, the following existing warrants held by the Holder:

1. the existing Class A warrants to purchase up to 1,367,521 Ordinary Shares of the Company at an exercise price of $5.85 per share issued on December 16, 2024;

2. the existing Class B warrants to purchase up to 1,367,521 Ordinary Shares of the Company at an exercise price of $5.85 per share issued on December 16, 2024;

The Warrant Amendment is subject to the consummation of the Offering and the Holder’s satisfaction of the Purchase Commitment. In the event that either (i) the Offering is not consummated, or (ii) the Holder does not satisfy the Purchase Commitment, the Warrant Amendment shall be null and void and the provisions of the Existing Warrants in effect prior to the date hereof shall remain in effect.

Except as expressly set forth herein, the terms and provisions of the Existing Warrants shall remain in full force and effect after the execution of this letter and shall not be in any way changed, modified or superseded except by the terms set forth herein.

From and after the effectiveness of the Warrant Amendment, the Company agrees to promptly deliver to the Holder, upon request, amended Existing Warrants that reflect the Warrant Amendments in exchange for the surrender for cancellation of the Holder’s Existing Warrants to be amended as provided herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

MAINZ BIOMED N.V.
By:	/s/ William Caragol
Name:	William Caragol
Title:	CFO

Name of Holder: Armistice Capital Master Fund Ltd.

Signature of Authorized Signatory of Holder: Steven Boyd

Name of Authorized Signatory: /s/ Steven Boyd