Moolec Receives Nasdaq Determination Letter
Rhea-AI Summary
Moolec Science (NASDAQ:MLEC) received a Nasdaq determination letter dated November 24, 2025, stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) for failing to file its Annual Report on Form 20-F for year ended June 30, 2025 with the SEC.
The company attributed the delay to post-closing complexities from a mid-June 2025 business combination that triggered reverse acquisition accounting and valuation work. Moolec filed a Form 12b-25 on October 31, 2025, and requested a stay of suspension; the stay remains in effect pending a Nasdaq Hearings Panel hearing scheduled for December 18, 2025. Ordinary shares will continue trading on The Nasdaq Capital Market under the symbol MLEC during the stay. The company expects to file the Form 20-F before the hearing.
Positive
- Nasdaq stay of suspension in effect until Dec 18, 2025
- Ordinary shares continue trading on Nasdaq Capital Market
- Company expects to file Form 20-F before the Dec 18, 2025 hearing
Negative
- Non-compliance with Nasdaq Rule 5250(c)(1) for missing Form 20-F
- Form 20-F delayed due to complex reverse acquisition accounting
- Nasdaq Hearings Panel review scheduled for Dec 18, 2025
Details
News Market Reaction – MLEC
In the Nov 28 session, MLEC declined 2.34%, reflecting a moderate negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
- Minimum bid price
- $1.00
- Nasdaq Listing Rule 5550(a)(2) deficiency cited in November 2025
- Bid deficiency duration
- 30 consecutive business days
- Period with bid below $1.00 triggering Nasdaq notice
- Requested compliance period
- 180 days
- Appeal to Nasdaq Hearings Panel for bid-price remediation window
- Assignment price
- $13 million
- Alleged unpaid amount in INVIM contract dispute, due Sep 30, 2025
- Hearing date
- December 18, 2025
- Scheduled Nasdaq Hearings Panel session on listing matters
- Current price vs high
- -95.85%
- Price versus 52-week high of $10.47 before this news
- 52-week low
- $0.3916
- Stock trading 11.08% above this level prior to article
- Relative volume
- 1.48x
- Today’s volume vs 20-day average ahead of the announcement
Historical Context
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Nasdaq letter for not filing Form 20-F for year ended June 30, 2025.
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Nasdaq minimum $1.00 bid price deficiency and appeal to Hearings Panel.
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Argentina approval for GLASO technology and doubled U.S. safflower acreage plus new CFO.
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Core U.S. patent for Piggy Sooy™ soybean expressing high animal protein levels.
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Closing multi-party business combination expanding capabilities across life sciences and food-tech.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
nasdaq listing rule 5250(c)(1) regulatory
form 20-f regulatory
form 12b-25 regulatory
reverse acquisition accounting technical
nasdaq capital market regulatory
nasdaq hearings panel regulatory
securities and exchange commission regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
GRAND CAYMAN, CAYMAN ISLANDS / ACCESS Newswire / November 28, 2025 / On November 24, 2025, Moolec Science SA ("Moolec" or the "Company") received a letter (the "Letter") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Annual Report on Form 20-F for the year ended June 30, 2025 (the "Form 20-F") with the Securities and Exchange Commission (the "SEC").
As the Company stated in the form 12b-25 filed with the SEC on October 31, 2025, it was unable to file the Form 20-F in a timely manner due to complexities that arose immediately after the closing of the business combination in mid-June 2025, two weeks prior to Moolec's fiscal year end of June 30. The business combination involves complex accounting, including the imposition of reverse acquisition accounting and valuation of acquired assets and liabilities.
The Company has requested a stay of suspension to the Nasdaq Hearings Panel, which automatically stayed the effect of the Letter until the panel hearing, which is scheduled to take place on December 18, 2025. Accordingly, the Company's ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol "MLEC" without interruption during such stay. The Company is working diligently to complete the Form 20-F as soon as possible and expects to be able to file the Form 20-F before the hearing takes place.
This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
About Moolec Science SA
Moolec Science is an innovation-driven company engineering plants and microbes to unlock scalable protein solutions for the global food system. By integrating Molecular Farming and precision fermentation, Moolec combines the cost efficiency of crops with the functionality and nutrition of animal proteins, creating sustainable and commercially viable ingredients. The Company's diversified pipeline includes alternative proteins, bioactive compounds, nutritional oils, and biological inputs for regenerative agriculture. Moolec has a robust intellectual property portfolio with more than 118 granted and pending patents across multiple technology platforms. With operations spanning the United States, Europe and South America, Moolec is advancing a seed-to-ingredient approach designed to transform the future of food production. Moolec is publicly listed on Nasdaq under the ticker "MLEC." For more information, please visit www.moolecscience.com and ir.moolecscience.com.
Forward-looking Statements
This report contains "forward-looking statements." Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements with respect to the Company's plan to file reports and regain compliance under the NASDAQ rules, performance, prospects, revenues, and other aspects of the business of Moolec are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, we caution you that these statements are based on a combination of facts and factors, about which we cannot be certain. We cannot assure you that the forward-looking statements in this report will prove accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including, among others, changes in applicable laws or regulations, the possibility that Moolec may be adversely affected by economic, business and/or other competitive factors, costs related to the scaling up of Moolec's business and other risks and uncertainties, including those included under the header "Risk Factors" in Moolec's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC"), as well as Moolec's other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, you should not put undue reliance on these statements.
Contact Information
Press & Media
comms@moolecscience.com
Investor Relations
ir@moolecscience.com
SOURCE: Moolec Science
View the original press release on ACCESS Newswire
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