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

News Market Reaction

-2.34%

1 alert

-2.34% News Effect

On the day this news was published, 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 Bid deficiency duration: 30 consecutive business days Requested compliance period: 180 days +5 more

8 metrics

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

Market Reality Check

Price: $7.70 Vol: Volume 194,482 is 1.48x t...

normal vol

$7.70 Last Close

Volume Volume 194,482 is 1.48x the 20-day average of 131,385, indicating elevated activity before this disclosure. normal

Technical Price at $0.435 is well below the $4.20 200-day MA and 95.85% below the $10.47 52-week high.

Peers on Argus

MLEC was up 3.81% while close peers were mixed: PRTG -10.39%, CARM -15.8%, COCP ...

MLEC was up 3.81% while close peers were mixed: PRTG -10.39%, CARM -15.8%, COCP -0.93%, NERV +7.65%, NXTC -3.64%. Moves did not cluster directionally across the group.

Historical Context

5 past events · Latest: Nov 28 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 28	Nasdaq filing delay	Negative	-2.3%	Nasdaq letter for not filing Form 20-F for year ended June 30, 2025.
Nov 21	Nasdaq bid deficiency	Negative	-1.6%	Nasdaq minimum <b>$1.00</b> bid price deficiency and appeal to Hearings Panel.
Sep 11	Regulatory & ops update	Positive	+11.3%	Argentina approval for GLASO technology and doubled U.S. safflower acreage plus new CFO.
Jun 18	Core patent win	Positive	+14.8%	Core U.S. patent for Piggy Sooy™ soybean expressing high animal protein levels.
Jun 17	Business combination close	Positive	-3.6%	Closing multi-party business combination expanding capabilities across life sciences and food-tech.

Pattern Detected

Positive technology and regulatory wins have previously seen strong upside reactions, while listing/compliance setbacks and corporate actions often aligned with mild downside moves.

Recent Company History

Over the last six months, Moolec reported a strategic business combination on Jun 17, 2025 and a key U.S. patent for Piggy Sooy™ on Jun 18, 2025, both central to its molecular farming strategy. A regulatory approval in Argentina and U.S. acreage expansion on Sep 11, 2025 also drew a positive reaction. More recently, Nasdaq deficiency letters on bid price and delayed Form 20-F filing prompted modest negative price moves, framing today’s update within an ongoing listing-compliance overhang.

Market Pulse Summary

This announcement highlights a Nasdaq compliance issue tied to Moolec’s delayed Form 20-F filing aft...

Analysis

This announcement highlights a Nasdaq compliance issue tied to Moolec’s delayed Form 20-F filing after a complex business combination that required reverse acquisition accounting. The company obtained a stay, keeping shares trading on the Nasdaq Capital Market pending a December 18, 2025 hearing, and stated it expects to file before then. Investors may track progress on the filing, outcomes of the Nasdaq hearing, and any developments in the separate $13 million contract dispute.

Key Terms

nasdaq listing rule 5250(c)(1), form 20-f, form 12b-25, reverse acquisition accounting, +3 more

7 terms

nasdaq listing rule 5250(c)(1) regulatory

"not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

form 20-f regulatory

"filed its Annual Report on Form 20-F for the year ended June 30, 2025"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

form 12b-25 regulatory

"As the Company stated in the form 12b-25 filed with the SEC on October 31, 2025"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

reverse acquisition accounting technical

"business combination involves complex accounting, including the imposition of reverse acquisition accounting"

An accounting method used when a private company takes control of a public company but, for legal reasons, the public entity remains the listed company; the private buyer is treated as the true owner for financial reporting, so the combined financial statements reflect the buyer’s historical results and asset values. Investors should care because this treatment can materially change reported revenues, profits, assets and comparability with peers, affecting valuation and the appearance of growth — like reading a book under a new cover where the story is actually from the purchaser’s past.

nasdaq capital market regulatory

"ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

nasdaq hearings panel regulatory

"requested a stay of suspension to the Nasdaq Hearings Panel, which automatically"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

securities and exchange commission regulatory

"filed its Annual Report on Form 20-F ... with the Securities and Exchange Commission"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. 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

FAQ

Why did Moolec (MLEC) receive a Nasdaq determination letter on November 24, 2025?

Nasdaq said Moolec had not filed its Form 20-F for year ended June 30, 2025, triggering non-compliance with Rule 5250(c)(1).

Will Moolec (MLEC) shares continue trading after the Nasdaq letter?

Yes; a requested stay of suspension was granted pending the Nasdaq Hearings Panel, so shares continue trading on Nasdaq.

When is the Nasdaq Hearings Panel hearing for Moolec (MLEC)?

The hearing is scheduled for December 18, 2025.

What caused Moolec (MLEC) to miss the Form 20-F filing deadline?

Moolec reported post-closing complexities from a mid-June 2025 business combination, including reverse acquisition accounting and valuation work.

Has Moolec (MLEC) filed a Form 12b-25 to explain the delay?

Yes; the company filed a Form 12b-25 on October 31, 2025 citing the accounting complexities.